20-F

As filed with the Securities and Exchange Commission on October 29, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

     ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

     x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2012

OR

     ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

     ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                     

For the transition period from                     to                     

Commission file number: 001 — 31545

HARMONY GOLD MINING COMPANY LIMITED

(Exact name of registrant as specified in its charter)

REPUBLIC OF SOUTH AFRICA

(Jurisdiction of incorporation or organization)

RANDFONTEIN OFFICE PARK, CNR WARD AVENUE AND MAIN REEF ROAD,

RANDFONTEIN, SOUTH AFRICA, 1760

(Address of principal executive offices)

Riana Bisschoff, Group Company Secretary

tel: +27 11 411 6020, riana.bisschoff@harmony.co.za, fax: +27 (0) 11 696 9734,

Randfontein Office Park, CNR Ward Avenue and Main Reef Road, Randfontein, South Africa, 1760

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Ordinary shares, with nominal value Rand 50 cents per share*

(Title of Class)

American Depositary Shares (as evidenced by American Depositary Receipts),

each representing one ordinary share

(Title of Class)

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the last full fiscal year covered by this Annual Report was:

431,564,236 ordinary shares, with nominal value of Rand 50 cents per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES x  NO ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  YES ¨  NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:  YES x  NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES ¨  NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x                Accelerated filer  ¨                Non-accelerated filer  ¨                Smaller reporting company  ¨

(Do not check if a smaller reporting company)

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP  ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board  x Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:   Item 17 ¨  Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES ¨  NO x

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  YES x  NO ¨

* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

TABLE OF CONTENTS

Part I	3
Item 1. Identity of Directors, Senior Management and Advisors	3
Item 2. Offer Statistics and Expected Timetable	3
Item 3. Key Information	3
Item 4. Information on the Company	19
Item 4A. Unresolved Staff Comments	82
Item 5. Operating and Financial Review and Prospects	82
Item 6. Directors, Senior Management and Employees	104
Item 7. Major Shareholders and Related Party Transactions	112
Item 8. Financial Information	113
Item 9. The Offer and Listing	115
Item 10. Additional Information	117
Item 11. Quantitative and Qualitative Disclosures About Market Risk	132
Item 12. Description of Securities Other than Equity Securities	133
Part II	138
Item 13. Defaults, Dividend Arrearages and Delinquencies	138
Item 14. Material Modifications to the Rights of Security and Use of Proceeds	138
Item 15. Disclosure Controls and Procedures	138
Item 16A. Audit Committee Financial Expert	139
Item 16B. Code of Ethics	139
Item 16C. Principal Accountant Fees and Services	139
Item 16D. Exemptions from Listing Standards for Audit Committees	140
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	140
Item 16F. Change in Registrant’s Certifying Accountant	140
Item 16G. Corporate Governance	140
Item 16H. Mine Safety Disclosures	141
Part III	141
Item 17. Financial Statements	141
Item 18. Financial Statements	141
Item 19. Exhibits	141
SIGNATURE
INDEX TO FINANCIAL STATEMENTS	F-1

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USE OF TERMS AND CONVENTIONS IN THIS ANNUAL REPORT

Harmony Gold Mining Company Limited is a corporation organized under the laws of the Republic of South Africa. As used in this Annual Report on Form 20-F, or this annual report, unless the context otherwise requires, the terms “Harmony” and “Company” refer to Harmony Gold Mining Company Limited; the term “South Africa” refers to the Republic of South Africa; the terms “we”, “us” and “our” refer to Harmony and, as applicable, its direct and indirect subsidiaries as a “Group”.

In this annual report, references to “R”, “Rand” and “c”, “cents” are to the South African Rand, the lawful currency of South Africa, “A$” refers to Australian dollars, “K” or “Kina” refers to Papua New Guinean Kina and references to “$”, “US$” and “US dollars” are to United States dollars.

This annual report contains information concerning our gold reserves. While this annual report has been prepared in accordance with the regulations contained in Securities and Exchange Commission Guide 7, it is based on assumptions which may prove to be incorrect. See Item 3. “Key Information — Risk Factors — Estimations of Harmony’s gold reserve figures are based on a number of assumptions, including mining and recovery factors, future cash costs or production and the price of gold. As a result, quantities of gold produced may differ from current estimates.”

This annual report contains descriptions of gold mining and the gold mining industry, including descriptions of geological formations and mining processes. We have explained some of these terms in the Glossary of Mining Terms included at the end of this annual report. This glossary may assist you in understanding these terms.

PRESENTATION OF FINANCIAL INFORMATION

We are a South African company and the majority of our operations are located in our home country. Accordingly, our books of account are maintained in South African Rand and our annual and interim financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Prior to fiscal year ended June 30, 2008, our annual financial statements (translated into US dollars) were prepared and filed with the US Securities and Exchange Commission (“SEC”) in accordance with generally accepted accounting principles in the United States (“US GAAP”). On December 21, 2007, the SEC adopted rules allowing foreign private issuers that file Annual Reports on Form 20-F to file financial statements with the SEC in accordance with IFRS without reconciliation to US GAAP. As per these rules, we include in this annual report our consolidated financial statements prepared in accordance with IFRS, translated into US dollars. All financial information, except as otherwise noted, is stated in accordance with IFRS.

In this annual report, we also present “cash operating costs” and “cash operating costs per ounce”, which are non-GAAP measures. An investor should not consider these items in isolation or as alternatives to production costs, cost of sales or any other measure of financial performance presented in accordance with IFRS. The calculation of cash operating costs, and cash operating costs per ounce may vary significantly among gold mining companies and, by themselves, do not necessarily provide a basis for comparison with other gold mining companies. For further information, see Item 5. “Operating and Financial Review and Prospects — Costs — Reconciliation of Non-GAAP Measures”.

We have included the US dollar equivalent amounts of certain information and transactions in Rand, Kina and A$. Unless otherwise stated, we have translated: (i) balance sheet items at the closing rate as reported by Reuters on the last business day of the period (R8.21 per US$1.00 as at June 30, 2012 and R6.78 per US$1.00 as at June 30, 2011), (ii) acquisitions, disposals and specific items included within equity at the rate prevailing at the date the transaction was entered into and (iii) income statement items at the average rate for the year (R7.77 per US$1.00 for fiscal 2012, R6.99 per US$1.00 for fiscal 2011 and R7.58 per US$1.00 for fiscal 2010). Capital expenditures for fiscal 2013 have been translated at the rates used for balance sheet items at June 30, 2012. By including these US dollar equivalents in this annual report, we are not representing that the Rand, Kina and A$ amounts actually represent the US dollar amounts, as the case may be, or that these amounts could be converted at the rates indicated. For further information, see Item 3. “Key Information — Exchange Rates”.

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations, business strategies, operating efficiencies, competitive positions, growth opportunities for existing services, plans and objectives of management, markets for stock and other matters. These include all statements other than statements of historical fact, including, without limitation, any statements preceded by, followed by, or that include the words “targets”, “believes”, “expects”, “aims” “intends” “will”, “may”, “anticipates”, “would”, “could” or similar expressions or the negative thereof. In particular, among other statements, certain statements in Item 4. “Information on the Company,” Item 5. “Operating and Financial Review and Prospects” and Item 11. “Quantitative and Qualitative Disclosures About Market Risk” are forward-looking in nature. Statements in this annual report that

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are not historical facts are “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended.

These forward-looking statements, including, among others, those relating to our future business prospects, revenues and income, wherever they may occur in this annual report and the exhibits to this annual report, are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors, including those set forth in this annual report. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation:

• overall economic and business conditions in South Africa and elsewhere;

• the ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions;

• fluctuations in the market price of gold;

• the occurrence of hazards associated with underground and surface gold mining;

• the occurrence of labor disruptions;

• availability, terms and deployment of capital;

• changes in government regulation, particularly mining rights and environmental regulation;

• fluctuations in exchange rates;

• currency devaluations/appreciations and other macroeconomic monetary policies; and

• socio-economic instability in South Africa and other countries in which we operate.

We undertake no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events.

PART I

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

Item 3. KEY INFORMATION

SELECTED FINANCIAL DATA

The selected consolidated financial data below should be read in conjunction with, and are qualified in their entirety by reference to, our consolidated financial statements and the notes thereto and with Item 3. “Key Information — Risk Factors”, Item 5. “Operating and Financial Review and Prospects”, all included elsewhere in this annual report. Historical results are not necessarily indicative of results to be expected for any future period.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

We are a South African company and the majority of our operations are located in our home country. Accordingly, our books of account are maintained in South African Rand and our annual and interim financial statements are prepared in accordance with IFRS. Prior to fiscal year ended June 30, 2008, our annual financial statements (translated into US dollars) were prepared and filed with the SEC in accordance with US GAAP. On December 21, 2007, the SEC adopted rules allowing foreign private issuers that file Annual Reports on Form 20-F to file financial statements with the SEC in accordance with IFRS without reconciliation to US GAAP. As per these rules, we have included in this annual report our consolidated financial statements prepared in accordance with IFRS, translated into US dollars.

The selected historical consolidated income statement and balance sheet data for the last five fiscal years are, unless otherwise noted, stated in accordance with IFRS, and has been extracted from the more detailed information and financial statements prepared in accordance with IFRS, including our audited consolidated financial statements as of June 30, 2012 and 2011 and for each of the years in the three years ended June 30, 2012 and the related notes, which appear elsewhere in this annual

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report. The historical consolidated financial data at June 30, 2010, 2009 and 2008, and for each of the years in the two years ended June 30, 2009, have been adjusted for discontinued operations (discussed below).

Discontinued operations for the periods below include the Evander operations in South Africa, as well as our Mount Magnet operations in Australia. The assets and liabilities of the Evander operation were classified as held for sale in January 2012 following the signing of a sale of shares and claims agreement. The results of this operation have been presented as a discontinued operation In fiscal 2010, Australia’s Mount Magnet operations were classified as held for sale and the results of the Mount Magnet operation presented as discontinued operations when an agreement for its disposal to Ramelius Resources Limited (“Ramelius”) was concluded. The reclassifications in respect of discontinued operations were done in terms of IFRS 5 — Non-Current Assets Held for Sale and Discontinued Operations. See note 15 of the consolidated financial statements and Item 4. “Information on the Company — Business — Harmony’s Mining Operations — Discontinued operations —Evander ”.

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	Fiscal year ended June 30,
	2012		2011			2010			2009			2008
	($ in millions, except per share amounts and cash operating costs per ounce)
Income Statement Data
Revenue		1,953		1,659			1,351			1,105			1,132
Operating profit		276		23			47			221			78
(Loss)/profit from associates		—		(7	)		7			1			(11	)
Profit from continuing operations before taxation		250		33			49			222			(34	)
Taxation		16		55			(30	)		(44	)		(63	)
Profit/(loss) from continuing operations		266		88			19			178			(97	)
Profit/(loss) from discontinued operations		75		(2	)		(43	)		133			67
Net profit/(loss)		341		86			(24	)		311			(30	)
Basic earnings/(loss) per share from continuing operations ($)		0.61		0.21			0.04			0.43			(0.25	)
Diluted earnings/(loss) per share from continuing operations ($)		0.61		0.21			0.04			0.42			(0.24	)
Basic earnings/(loss) per share ($)		0.79		0.20			(0.06	)		0.75			(0.08	)
Diluted earnings/(loss) per share ($)		0.79		0.20			(0.06	)		0.74			(0.08	)
Weighted average number of shares used in the computation of basic earnings/(loss) per share		430,817,682		429,310,123			426,381,581			414,120,732			400,750,167
Weighted average number of shares used in the computation of diluted earnings/(loss) per share		432,022,229		430,420,068			427,846,547			415,962,899			402,894,248
Dividends per share ($)(1)		0.14		0.07			0.06			—			—
Dividends per share (R)(1)		1.00		0.50			0.50			—			—
Other Financial Data
Cash operating cost per ounce of gold from continuing operations ($/oz) (2)		1,100		1,004			788			586			614
Total cash operating cost per ounce of gold ($/oz)(2)		1,085		1,009			801			586			602
Balance Sheet Data
Assets
Property, plant and equipment		4,003		4,607			3,874			3,614			3,531
Assets of disposal groups classified as held for sale		174		40			32			—			197
Total assets		5,263		5,880			5,141			4,925			4,710
Net assets		4,152		4,450			3,828			3,824			3,172
Equity and liabilities
Share capital		4,036		4,033			4,027			4,004			3,787
Total equity		4,152		4,450			3,828			3,824			3,172
Borrowings (current and non-current)		221		230			156			47			525
Liabilities of disposal groups held for sale		46		2			18			—			64
Other liabilities		844		1,198			1,139			1,054			949
Total equity and liabilities		5,263		5,880			5,141			4,925			4,710

⁽¹⁾  Dividends per share relates to the dividends recorded and paid during the fiscal year.

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⁽²⁾ Cash operating costs is a non-GAAP measure. We calculate cash operating costs per ounce by dividing total cash operating costs by gold produced which therefore excludes the effect of the movement in the gold inventory from the cash operating cost amount. Cash operating costs, include mine production costs, transport and refinery costs, applicable general and administrative costs, ongoing environmental rehabilitation costs as well as transfers to and from deferred stripping and costs associated with royalties. Employee termination costs are included; however, employee termination costs associated with major restructuring and shaft closures are excluded. Cash operating costs have been calculated on a consistent basis for all periods presented. Changes in cash operating costs per ounce are affected by operational performance, as well as changes in the currency exchange rate between the Rand and the US dollar. Because cash operating costs is a non-GAAP measure, it should therefore not be considered by investors in isolation or as an alternative to production costs, cost of sales, or any other measure of financial performance calculated in accordance with IFRS. The calculation of cash operating costs and cash operating cost per ounce may vary from company to company and may not be comparable to other similarly titled measures of other companies. However, we believe that cash operating costs per ounce is a useful indicator to investors and management of a mining company’s performance as it provides (1) an indication of the cash generating capacities of the mining operations, (2) the trends in cash operating costs as the company’s operations mature, (3) a measure of a company’s performance, by comparison of cash operating costs per ounce to the spot price of gold and (4) an internal benchmark of performance to allow for comparison against other companies. For further information, see Item 5. “Operating and Financial Review and Prospects — Costs — Reconciliation of non-GAAP measures”.

EXCHANGE RATES

Unless otherwise stated, balance sheet item amounts are translated from Rand to US dollars at the exchange rate prevailing on the last business day of the period (R8.21 per US$1.00 as at June 30, 2012), except for acquisitions, disposals and specific items included within equity that are converted at the exchange rate prevailing on the date the transaction was entered into, and income statement item amounts that are translated from Rand to US dollars at the average exchange rate for the period (R7.77 per US$1.00 for fiscal 2012). During the year, the Rand/dollar closing exchange rate ranged between R6.63 and R8.57 per US$1.00.

As of October 22, 2012, the exchange rate per US$1.00 was R8.64.⁽¹⁾

The following table sets forth, for the past five fiscal years, the average and period end rates for Rand expressed in Rand per US$1.00. For periods prior to December 31, 2008, the following tables express the exchange rates in terms of the noon buying rate in New York City for cable transfers in Rand as certified for customs purposes by the Federal Reserve Bank of New York. As of December 31, 2008, the Federal Reserve Bank ceased publication of the noon buying rate and, as such, the exchange rates for fiscal 2009, 2010, 2011 and 2012 are sourced from Reuters, being the closing rate at period end.

Fiscal Year Ended June 30,	Average(1)			Period  End(1)
2008		7.26	(2)		7.80
2009		9.00	(3)		7.72
2010		7.58	(3)		7.63
2011		6.99	(3)		6.78
2012		7.77	(3)		8.21
Month of	High			Low
May 2012		8.54			7.70
June 2012		8.58			8.19
July 2012		8.51			8.07
August 2012		8.48			8.06
September 2012		8.41			8.13
October 2012 (through October 22, 2012)		8.89			8.34

⁽¹⁾  Based on the interbank rate as reported by Reuters.

⁽²⁾ The average of the noon buying rates on the last day of each full month during the relevant period as certified for customs purposes by the Federal Reserve Bank of New York.

⁽³⁾ The daily average of the closing rate during the relevant period as reported by Reuters.

Fluctuations in the exchange rate between Rand and the US dollar will affect the dollar equivalent of the price of ordinary shares on the Johannesburg Stock Exchange, which may affect the market price of the American Depositary Shares (“ADSs”) on the New York Stock Exchange. These fluctuations will also affect the dollar amounts received by owners of ADSs on the conversion of any dividends on ordinary shares paid in Rand.

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CAPITALIZATION AND INDEBTEDNESS

Not applicable.

REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

RISK FACTORS

In addition to the other information included in this annual report and the exhibits, you should also carefully consider the following factors related to our ordinary shares and ADSs. There may be additional risks that we do not currently know of or that we currently deem immaterial based on information currently available to us. Although Harmony has a formal risk policy framework in place, the maintenance and development of which is undertaken on an ongoing basis so as to help management address systematic categories of risk associated with its business operations, any of these risks could have a material adverse effect on our business, financial condition or results of operations, leading to a decline in the trading price of our ordinary shares or our ADSs. The risks described below may, in retrospect, turn out to be incomplete and therefore may not be the only risks to which we are exposed. Additional risks and uncertainties not presently known to us or that we now believe are immaterial (and have therefore not been included), could also adversely affect our businesses, results of operations or financial condition. The order of presentation of the risk factors below does not indicate the likelihood of their occurrence or the magnitude or the significance of the individual risks. The risks described below could occur individually or cumulatively and intensify in case of a cumulative occurrence.

Risks Relating to Our Business and the Gold Mining Industry

The profitability of our operations, and cash flows generated by those operations, are affected by changes in the price of gold. A fall in the gold price below our cash cost of production for any sustained period may lead to losses and require Harmony to curtail or suspend certain operations.

Substantially all Harmony’s revenues come from the sale of gold. Although the gold price has increased over the last decade, historically, the market price for gold has fluctuated widely and been affected by numerous factors over which Harmony has no control, including:

• demand for gold for industrial uses, jewellery and investment;

• international or regional political and economic trends;

• strength or weakness of the US dollar (the currency in which gold prices generally are quoted) and of other currencies;

• financial market expectations on the rate of inflation;

• interest rates;

• speculative activities;

• forward sales by gold producers;

• actual or expected purchases and sales of gold bullion held by central banks or other large gold bullion holders or dealers; and

• production and cost levels for gold in major gold-producing nations, such as South Africa, China, the United States and Australia.

In addition, current demand and supply affects the price of gold, but not necessarily in the same manner as current demand and supply affect the prices of other commodities. Historically, gold has retained its value in relative terms against basic goods in times of inflation and monetary crisis. As a result, central banks, financial institutions and individuals hold large amounts of gold as a store of value and production in any given year constitutes a very small portion of the total potential supply of gold. Since the potential supply of gold is large relative to mine production in any given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or its price.

The volatility of gold prices is illustrated in the table, which shows the annual high, low and average of the afternoon London bullion market fixing price of gold in US dollars for the past ten years:

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Annual gold price: 2002 –2012

	Price per ounce (US$)
Calendar year	High		Low		Average
2002		332		278		309
2003		412		322		361
2004		427		343		389
2005		476		411		434
2006		725		525		604
2007		841		608		695
2008		1,011		713		872
2009		1,212		810		972
2010		1,421		1,058		1,225
2011		1,895		1,319		1,572
2012 (year to October 22, 2012)		1,792		1,540		1,660

On October 22, 2012, the afternoon fixing price of gold on the London bullion market was US$1,727/oz.

While the aggregate effect of these factors is impossible to predict, if gold prices should fall below Harmony’s cash cost of production and capital expenditure required to sustain production and remain at these levels for any sustained period, Harmony may record losses and be forced to curtail or suspend some or all of its operations. In addition, Harmony would also have to assess the economic impact of low gold prices on its ability to recover any losses that may be incurred during that period and on its ability to maintain adequate reserves.

Harmony’s average cash cost per ounce of gold produced from continuing operations was US$1,100 in fiscal 2012, US$1,004 in fiscal 2011 and, US$788 in fiscal 2010.

Foreign exchange fluctuations could have a material adverse effect on Harmony’s operational results and financial condition.

Gold is priced throughout the world in US dollars and, as a result, Harmony’s revenue is realized in US dollars, but most of our operating costs are incurred in Rand and other non-US currencies, including the Australian dollar and Kina. Any significant and sustained appreciation of the Rand and other non-US currencies against the dollar will materially reduce Harmony’s Rand revenues and overall net income.

As Harmony currently does not enter into forward sales, commodity derivatives or hedging arrangements on future gold production, it is exposed to the impact of any significant decreases in the gold price.

As a rule, Harmony sells its gold at the prevailing market price. Currently, the company does not enter into forward sales, commodity derivative or hedging arrangements to establish a price in advance for the sale of future gold production, although Harmony may do so in future. As a result, Harmony may realize the benefit of any short-term increase in the gold price, but is not protected against decreases; if the gold price should decrease significantly, Harmony’s revenues may be materially adversely affected.

Global economic conditions could adversely affect the profitability of Harmony’s operations.

Harmony’s operations and performance depend on global economic conditions. A global economic downturn may have follow-on effects on our business. These could include:

• key suppliers could become insolvent, resulting in a break-down in the supply chain; or

• the availability of credit may be reduced — this may make it more difficult for Harmony to obtain financing for its operations and capital expenditure or make financing more expensive.

In addition, uncertainty on global economic conditions may also increase volatility or negatively impact the market value of Harmony’s securities.

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Estimations of Harmony’s gold reserves are based on a number of assumptions, including mining and recovery factors, future cash costs of production and the price of gold. As a result, quantities of gold produced may differ from current estimates.

The mineral reserve estimates in this annual report are estimates of the mill-delivered quantity and grade of gold in Harmony’s deposits and stockpiles. They represent the amount of gold that Harmony believes can be mined, processed and sold at prices sufficient to recover its estimated future cash costs of production, remaining investment and anticipated additional capital expenditures. Harmony’s mineral reserves are estimated based on a number of factors, which have been stated in accordance with the SAMREC and JORC codes, SEC Industry Guide 7 and Sarbanes-Oxley. Calculations of Harmony’s mineral reserves are based on estimates of:

• future cash costs;

• future gold prices; and

• future currency exchange rates.

These factors, which significantly impact mineral reserve estimates, are beyond Harmony’s control. As a result, reserve estimates in this annual report should not be interpreted as assurances of the economic life of Harmony’s gold and other precious metal deposits or the future profitability of operations.

Since these mineral reserves are estimates based on assumptions related to factors detailed above, should there be changes to these, we may in future need to revise these estimates. In particular, if Harmony’s cash operating and production costs increase or the gold price decreases, recovering a portion of Harmony’s mineral reserves may become uneconomical. This will lead, in turn, to a reduction in estimated reserves.

To maintain gold production beyond the expected lives of Harmony’s existing mines or to increase production materially above projected levels, Harmony will need to access additional reserves through exploration or discovery.

Harmony’s operations have limited proved and probable reserves, and exploration and discovery are necessary to maintain current gold production levels at these operations. Exploration for gold and other precious metals is speculative in nature, may be unsuccessful and involves many risks, including those related to:

• locating orebodies;

• geological nature of the orebodies;

• identifying the metallurgical properties of orebodies;

• estimating the economic feasibility of mining orebodies;

• developing appropriate metallurgical processes;

• obtaining necessary governmental permits; and

• constructing mining and processing facilities at any site chosen for mining.

Harmony’s exploration efforts might not result in the discovery of mineralization, and any mineralization discovered might not result in an increase in proved and probable reserves. To access additional reserves, Harmony will need to successfully complete development projects, including extensions to existing mines and, possibly, new mines. Development projects would also be required to access any new mineralization discovered by exploration activities around the world. Harmony typically uses feasibility studies to determine whether to undertake significant development projects. Feasibility studies include estimates of expected or anticipated economic returns, which are based on assumptions about:

• future gold and other metal prices;

• anticipated tonnage, grades and metallurgical characteristics of ore to be mined and processed;

• anticipated recovery rates of gold and other metals from the ore; and

• anticipated total costs of the project, including capital expenditure and cash costs.

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Actual cash costs, capital expenditure, production and economic returns may differ significantly from those anticipated by feasibility studies for new development projects.

It can take a number of years from the initial feasibility study until development is completed and, during that time, the economic feasibility of production may change. In addition, there are a number of inherent uncertainties in developing and constructing an extension to an existing mine or any new mine, including:

• availability and timing of necessary environmental and governmental permits;

• timing and cost of constructing mining and processing facilities, which can be considerable;

• availability and cost of skilled labor, power, water and other materials;

• accessibility of transportation and other infrastructure, particularly in remote locations;

• availability and cost of smelting and refining arrangements;

• availability of funds to finance construction and development activities; and

• spot and expected future commodity prices of metals including gold, silver, copper, uranium and molybdenum.

Harmony currently maintains a range of focused exploration programs, concentrating on areas not too distant from its operational mines, as well as a number of prospective known gold mineralized regions around the world. During fiscal 2010 and fiscal 2012, the bulk of exploration expenditure was allocated to activities in Papua New Guinea (“PNG”) and South Africa. However, there is no assurance that any future development projects will extend the life of our existing mining operations or result in any new commercial mining operations.

Costs associated with pumping water inflows from closed mines adjacent to our operations could adversely affect Harmony’s operational results.

Certain of our mining operations are adjacent to the mining operations of other companies. A mine closure can affect continued operations at an adjacent mine if appropriate preventative steps are not taken. In particular, this could include the ingress of underground water when pumping operations at the closed mine are suspended. This can result in damage to property, operational disruptions and additional pumping costs, which would adversely affect any one of our adjacent mining operations.

Fluctuations in input production prices linked to commodities may adversely affect Harmony’s operational results and financial condition.

Fuel, energy and consumables, including diesel, heavy fuel oil, chemical reagent, explosives, tyres, steel and mining equipment consumed in mining operations form a relatively large part of the operating costs and capital expenditure of a mining company. Harmony has no control over the costs of these consumables, many of which are linked to some degree to the price of oil and steel.

Fluctuations in oil and steel prices have a significant impact on operating cost and capital expenditure estimates and, in the absence of other economic fluctuations, could result in significant changes in the total expenditure estimates for new mining projects or render certain projects non-viable.

The supply of electricity and increases in the cost of power may adversely affect our results of operations and our financial condition.

In South Africa, each of our mining operations depends on electrical power generated by the state utility, Eskom, which holds a monopoly on the South African market. As a result of increased demand exceeding available generating capacity, South Africa has been subject to disruptions in electrical power supply. In fiscal 2008, electricity supply was interrupted by Eskom, halting production at certain of our mines. This led to management restructuring operating processes to control and reduce our consumption of electricity at all our operations. There have been no further disruptions and we have been able to continue production at a reduced electricity allocation as required by the energy conservation scheme (“ECS”) and interim rules imposed by Eskom. However, an insufficient supply of electricity may affect our operational results and financial condition.

As a result of Eskom’s planned capital expansion program to deal with power constraints, an average annual tariff increase of 25% for the three-year multi-year price determination period has been approved by the National Energy Regulator South Africa (“NERSA”). The first increase was implemented on 1 April 2010. In April 2012, a slightly lower increase of 16% occurred. These increases will have a negative impact on our results of operations going forward.

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PNG has limited power generation and distribution capacity. This capacity is increasing but, currently, Harmony mines and projects still rely heavily on own power generation using diesel. The cost of this power will fluctuate with changes in the oil price.

Also, see Item 5. “Operating and Financial Review and Prospects — Electricity in South Africa.”

We may experience problems in identifying, financing and managing new acquisitions and integrating them with our existing operations.

Acquiring new gold mining operations involves a number of risks including:

• our ability to identify appropriate assets for acquisition and/or to negotiate acquisitions on favorable terms;

• obtaining the financing necessary to complete future acquisitions;

• difficulties in assimilating the operations of the acquired business;

• difficulties in maintaining our financial and strategic focus while integrating the acquired business;

• problems in implementing uniform standards, controls, procedures and policies;

• increasing pressures on existing management to oversee a rapidly expanding company; and

• to the extent we acquire mining operations outside South Africa or Australasia, encountering difficulties relating to operating in countries in which we have not previously operated.

Our ability to make successful acquisitions and any difficulties or time delays in achieving successful integration of any of such acquisitions could have a material adverse effect on our business, operating results, financial condition and share price.

Certain factors may affect our ability to support the carrying value of our property, plant and equipment, goodwill and other assets on our balance sheet.

Harmony reviews and tests the carrying value of its assets when events or changes in circumstances suggest that this amount may not be recoverable.

At least on an annual basis for goodwill, and when there are indications that impairment of property, plant and equipment and other assets may have occurred, estimates of expected future cash flows for each group of assets are prepared. These estimates are prepared at the lowest level at which identifiable cash flows are considered as being independent of the cash flows of other mining assets and liabilities. Expected future cash flows are inherently uncertain, and could materially change over time. Such cash flows are significantly affected by reserve and production estimates, together with economic factors such as spot and forward gold prices, discount rates, currency exchange rates, estimates of costs to produce reserves and future capital expenditures.

As at 30 June 2012, Harmony had substantial amounts of property, plant and equipment, goodwill and other assets on its consolidated balance sheets. Impairment charges relating to these assets were recorded and if any one or a combination of these uncertainties should occur, management may be required to recognize further impairment charges, which could affect Harmony’s financial results and condition.

Given the nature of mining and the type of gold mines we operate, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and pollution.

The business of gold mining involves significant risks and hazards, including environmental hazards and industrial accidents. In particular, hazards associated with underground mining include:

• rock bursts;

• seismic events;

• underground fires;

• cave-ins or fall-of-ground;

• discharges of gases and toxic chemicals;

• release of radioactive hazards;

• flooding;

• pillar mining;

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• accidents; and

• other conditions resulting from drilling, blasting and the removal and processing of material from a deep-level mine.

Hazards associated with opencast mining (also known as open-pit mining) include:

• flooding of the open-pit;

• collapse of open-pit walls;

• accidents associated with operating large open-pit and rock transportation equipment; and

• accidents associated with preparing and igniting of large-scale open-pit blasting operations.

Hazards associated with waste-rock mining include:

• accidents associated with operating a waste dump and rock transportation; and

• production disruptions caused by weather.

We are at risk from any or all of these environmental and industrial hazards. The occurrence of any of these hazards could delay production, increase cash costs and result in financial liability to Harmony.

The nature of our mining operations presents safety risks.

The environmental and industrial risks identified above also present safety risks for Harmony’s operations and its employees and could lead to the suspension and potential closure of operations for indeterminate periods. Safety risks, even in situations where no injuries occur, can have a material adverse effect on Harmony’s operations and production.

See Item 4. “Information on the Company — Regulation — Health and Safety Matters”.

Illegal mining, or criminal mining, at our operations could pose a threat to the safety of employees and result in damage to property.

Security issues related to criminal mining came to the fore in fiscal 2009, when criminal mining activities resulted in the deaths of criminal miners. The threat of fire caused by these activities poses a risk to the safety of our employees and could also result in property damage, which in turn could have an adverse impact on production.

See Item 4. “Information on the Company — Regulation — Health and Safety Matters”.

Harmony’s insurance coverage may prove inadequate to satisfy future claims against it.

Harmony has third-party liability coverage for most potential liabilities, including environmental liabilities. While we believe that our current insurance coverage for the hazards described above is adequate and consistent with industry practice, we may be subject to liability for pollution (excluding sudden and accidental pollution) or other hazards against which we have not insured or cannot insure, including those for past mining activities. Harmony also maintains property and liability insurance consistent with industry practice, but this insurance contains exclusions and limitations on coverage. In addition, there can be no assurance that insurance will be available at economically acceptable premiums. As a result, in future, Harmony’s insurance coverage may not cover the claims against it for environmental or industrial accidents or pollution.

Harmony’s operations may be negatively impacted by inflation.

Harmony’s operations have been materially affected by inflation. Inflation in South Africa has fluctuated widely in recent years, reaching 11.6% at the end of fiscal 2008 before decreasing within the inflation range of 3% - 6% set by the South African Reserve Bank. At the end of fiscal 2012, inflation was 5.5%, increasing from 4.6% in fiscal 2011. However, working costs, especially wages, have increased in recent years, resulting in significant cost pressures for the mining industry. In addition, electricity prices rose by 25% in fiscal 2010 and fiscal 2011 and 16% in fiscal 2012. A further increase of 16% is expected in fiscal 2013. This will have a negative effect on the profitability of our operations.

The inflation rate in PNG has remained relatively flat in recent years at around 7% but ended fiscal 2011 at 9.6%. The inflation rate declined during 2012 and the annualized inflation stood at 6.9% at the end of fiscal 2012.

Harmony’s profits and financial condition could be adversely affected when cost inflation is not offset by devaluation in operating currencies or an increase in the price of gold.

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The socio-economic framework in the regions in which Harmony operates may have an adverse effect on its operations and profits.

Harmony has operations in South Africa and PNG. As a result, changes or instability to the economic or political environment in any of these countries or in neighboring countries could affect an investment in Harmony. It is difficult to predict the future political, social and economic direction in these countries, or any other country in which Harmony operates, and the impact government decisions may have on its business.

Actual and potential shortages of production inputs may affect Harmony’s operations and profits.

Harmony’s operational results may be affected by the availability and pricing of consumables such as fuel, chemical reagents, explosives, steel and other essential production inputs. Issues with regards to availability of consumables may result from shortages as well as long lead times to deliver, which could result in production delays and production shortfalls. These shortages and delayed deliveries may be experienced where industrial action affects Harmony’s suppliers. These issues could also affect the pricing of the consumables, especially if shortages are experienced. The price of consumables may be substantially affected by changes in global supply and demand, along with weather conditions, governmental controls and other factors. A sustained interruption to the supply of any of these consumables would require Harmony to find acceptable substitute suppliers and could require it to pay higher prices for such materials. Any significant increase in the prices of these consumables would increase operating costs and affect production considerations.

We compete with mining and other companies for key human resources.

Harmony competes with mining and other companies globally to attract and retain key human resources at all levels with the appropriate technical skills and operating and managerial experience necessary to continue operating its business. The need to recruit, develop and retain skilled employees is particularly critical with historically disadvantaged South Africans (“HDSAs”), women in mining in South Africa, and recruiting and training local landowners in PNG. The global shortage of key mining skills, including geologists, mining engineers, metallurgists and skilled artisans has been exacerbated by increased mining activity across the globe. Despite various initiatives, there can be no assurance that we will attract and retain skilled and experienced employees. Should Harmony lose any of its key personnel, its business may be harmed and its operational results and financial condition could be affected. See Item 6. “Directors, Senior Management and Employees — Employees”.

Since our South African labor force has substantial trade union participation, we face the risk of disruption from labor disputes and non-procedural industrial action.

Despite a history of constructive engagement with labor unions, there are periods when various stakeholders are unable to agree on dispute resolution processes. Disruptive activities on the part of labor, which normally differ in intensity, then become unavoidable. Due to the high level of union membership among our employees, we are at risk of production stoppages for indefinite periods due to strikes and other disputes, especially wildcat strikes. Significant labor disruptions have affected our operations and financial condition before and we are not able to predict whether we will experience significant labor disputes in future, or what the financial impact of any such disputes may be.

South African employment law sets out minimum terms and conditions of employment for employees. Although these may be improved by agreements between us and the trade unions, prescribed minimum terms and conditions form the benchmark for all employment contracts. See Item 6. “Directors, Senior Management and Employees — Employees”.

We are required to submit a report under South African employment law detailing the progress made towards achieving employment equity in the workplace. If this report is not submitted, we could incur substantial penalties.

Developments in South African employment law may increase our cash costs of production or alter our relationship with our employees and trade unions, which may have an adverse effect on our business, operating results and financial condition.

HIV/AIDS poses risks to us in terms of productivity and costs.

The HIV/AIDS epidemic in South Africa and PNG poses risks to us in terms of potentially reduced productivity, and increased medical and other costs. If there is a significant increase in the incidence of HIV/AIDS infection and related diseases among the workforce over the next several years, this may have an adverse impact on our operations, projects and financial condition. See Item 4. “Information on the Company — Regulation — Health & Safety Matters”.

The cost of occupational healthcare services and the potential liabilities related to occupational health diseases may increase in future.

Harmony’s operations in South Africa are subject to health and safety regulations which could impose significant costs and burdens. The present Mine Health and Safety Act 29 of 1996 imposes various duties on mines and grants the authorities broad

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powers to, among others, close unsafe mines and order corrective action on health and safety matters. Operations in PNG are subject to the following laws and regulations: PNG Mining Act 1992, PNG Mining Safety Act 1997, PNG Mining Safety Regulation 1935 (updated 2006) and PNG Environment Act 2000.

There is a risk that the cost of providing health services and implementing various programs could increase in future, depending on changes to underlying legislation and the profile of its employees. This increased cost, should it transpire, is currently indeterminate.

The Occupational Diseases in Mines and Works Act 78 of 1973 (“ODIMWA”) governs the payment of compensation and medical costs for certain illnesses contracted by people employed in mines or at sites where activities ancillary to mining are conducted. The principles of compensation under ODIMWA are currently being tested in the Mr. Thembekekile Mankayi v AngloGold Ashanti court case as well as the recent class action filed against the biggest three gold mining companies in South Africa, including Harmony. Please see Item 8. “Financial Information — Legal Proceedings” for further information. Should anyone bring similar claims against Harmony in future, those claimants would need to provide evidence proving that silicosis was contracted while in the employment of the Company and that it was contracted due to negligence on the Company’s part. The link between the cause (negligence by the Company while in its employ) and the effect (the silicosis) will be an essential part of any case. It is therefore uncertain as to whether the Company will incur any costs related to silicosis claims in the future and due to the limited information available on any claims and potential claims and the uncertainty of the outcome of these claims, no estimation can be made for the possible obligation. Should Harmony be unsuccessful in defending any claims that may be lodged, it would have an adverse impact on the Company’s financial condition.

Laws governing mineral rights affect our business.

Our operations in South Africa and PNG are subject to legislation regulating mineral rights and mining those rights. In South Africa, we are governed by the South African Mineral and Petroleum Resources Development Act 2002 (“MPRDA”) and in PNG by the Mining Act of 1992 (PNG). See Item 4. “Information on the Company — Regulation — South Africa” for a description of the principal objectives set out in the MPRDA.

Under the MPRDA, tenure over established mining operations is secured for up to 30 years (and then renewable for periods not exceeding 30 years each), provided that mining companies applied for new-order mining rights over existing operations within five years of May 1, 2004 or before the existing right expires, whichever was the earlier date and fulfil requirements specified in the MPRDA and the Broad-Based Socio-Economic Empowerment Charter for the South African mining industry (“Mining Charter”). The licenses for all of our South African operations have been granted. We will be eligible to apply for new licenses over existing operations, provided we comply with the MPRDA. Failure to comply with the conditions of the mining licenses could have a material adverse effect on our operations and financial condition.

The Mining Charter was signed by government and stakeholders in October 2002, and contains principles relating to the transfer, over a ten-year period, of 26% of South Africa’s mining assets (as equity or attributable units of production) to HDSAs as defined in the Mining Charter. An interim target of 15% HDSA participation over five years was also set and the South African mining industry committed to securing financing to fund participation by HDSAs totaling R100 billion in the first five years of the Mining Charter’s tenure. The Mining Charter provides for the review of the participation process after five years to determine what further steps, if any, are needed to achieve target participation of 26%. In order to measure progress in meeting the requirements of the Mining Charter, companies are required to complete a scorecard, in which the levels of compliance with the objectives of the Mining Charter can be “ticked off” after five and ten years, respectively. The Mining Charter and Scorecard require programs for black economic empowerment and the promotion of value-added production, such as jewelry-making and other gold fabrication, in South Africa. In particular, targets are set out for broad-based black economic empowerment in the areas of human resources and skills development; employment equity; procurement and beneficiation. In addition, the Mining Charter addresses socio-economic issues, such as migrant labor, mine community and rural development and housing and living conditions.

Following a review of progress made by the mining industry after five years of implementing the provisions of the Mining Charter, the Department of Mineral Resources (“DMR”) released the Revised Mining Charter on September 13, 2010. The requirement under the Mining Charter for mining entities to achieve a 26% HDSA ownership of mining assets by 2014 has been retained. Amendments in the Revised Mining Charter include, inter alia, the requirement by mining companies to:

(i) facilitate local beneficiation of mineral commodities;

(ii) procure a minimum of 40% of capital goods, 70% of services and 50% of consumer goods from HDSA suppliers (i.e. suppliers of which a minimum of 25% + 1 vote of their share capital must be owned by HDSAs) by 2014. These targets will exclude non-discretionary procurement expenditure;

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(iii) achieve a minimum of 40% HDSA demographic representation by 2014 at executive management (board) level, senior management (executive committee) level, core and critical skills, middle management level and junior management level;

(iv) invest up to 5% of annual payroll in essential skills development activities; and

(v) implement measures to improve the standards of housing and living conditions for mineworkers by converting or upgrading mineworkers’ hostels into family units, attaining an occupancy rate of one person per room and facilitating home ownership options for all mineworkers in consultation with organized labor.

All these targets must be achieved by 2014.

In addition, mining companies are required to monitor and evaluate their compliance to the Revised Mining Charter, and must submit annual compliance reports to the DMR. The revised scorecard makes provision for a phased-in approach for compliance with the above targets over the five year period ending in 2014. For measurement purposes, the Scorecard allocates various weightings to the different elements of the Revised Mining Charter. Failure to comply with the provisions of the Revised Mining Charter will amount to a breach of the MPRDA and may result in the cancellation or suspension of a mining company’s existing mining rights. Harmony obtained all of its licenses four years ago and has no reason to believe that our mining licenses will be cancelled or suspended. Harmony will incur costs in meeting its obligations under the Revised Mining Charter and Scorecard.

The MPRDA also makes reference to royalties payable to the South African state in terms of the Mineral and Petroleum Resources Royalty Act (Act 28 of 2008) (the “MPRRA”). The MPRRA provides for the payment of a royalty according to a formula based on gross sales and EBIT, as defined under the MPRRA, after the deduction of capital expenditure. This rate is then applied to revenue to calculate the royalty amount due, with a minimum of 0.5% and a maximum of 5% for gold mining companies. For fiscal 2012, the average royalty rate for our South African operations was 0.92% of gross sales.

Mineral rights in PNG belong to the government of PNG which has a statutory right to obtain a participating interest of up to 30% in mining development projects. The government then issues and administers mining tenements under the relevant mining legislation, and mining companies must pay royalties to the government based on production. The types of tenements issued include: exploration license; mining lease; special mining lease; alluvial mining lease; lease for mining purpose; and mining easement.

Harmony’s PNG mining operation is subject to a 2% royalty payment to the government of PNG. If we want to expand any of our initiatives in PNG into additional areas under exploration, these operations would need to convert the existing exploration licenses prior to the start of mining and that process could require landowner title approval. There can be no assurance that any approval would be received.

Please also see Item 4. “Information on the Company — Regulation” for further information.

We are subject to extensive environmental regulations.

As a gold mining company, Harmony is subject to extensive environmental regulation. We expect the trend of rising production costs due to compliance with South African and PNG environmental laws and regulations to continue.

The MPRDA, certain other environmental legislation and the administrative policies of the South African government regulate the impact of the Company’s prospecting and mining operations on the environment. On the suspension, cancellation, termination or lapsing of a prospecting permit or mining authorization, Harmony will remain liable for compliance with the provisions of various relevant regulations, including any rehabilitation obligations. This liability will continue until the appropriate authorities have certified that the Company has complied with such provisions.

Estimates of ultimate closure and rehabilitation costs are significant and based principally on current legal and regulatory requirements that may change materially. Environmental provisions are accrued when they become known, probable and can be reasonably estimated. In future, Harmony may incur significant costs for compliance with increasingly stringent requirements being imposed under new legislation. This may include the need to increase and accelerate expenditure on environmental rehabilitation and to alter environmental provisions, which could have a material effect on its results and financial condition. Harmony may also face increased environmental costs should other mines in the vicinity fail to meet their obligations on pumping or treatment of water. Also impacting on the financial condition of the Company is the requirement by the DMR for cash collateral or guarantees for Harmony’s environmental obligations.

The South African government has reviewed requirements imposed on mining companies to ensure environmental restitution. For example, following the introduction of an environmental rights clause in South Africa’s constitution, a number of environmental legislative reform processes have been initiated. Legislation passed as a result of these initiatives has tended to be

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materially more onerous than previous laws in South Africa. Examples of such legislation include the MPRDA, the National Nuclear Regulator Act 1999, the National Water Act of 1998 and the National Environmental Management Act 1998, which include stringent ‘polluter pays’ provisions. The adoption of these or additional or more comprehensive and stringent requirements, particularly for the management of hazardous waste, pollution of ground and groundwater systems and duty to rehabilitate closed mines, may result in additional costs and liabilities.

Harmony’s PNG operations are also subject to various laws and regulations relating to protection of the environment, which are similar in scope to those of South Africa. The Environment Act 2000 governs the environmental permitting and regulatory aspects of mining projects. An environmental impact statement is required when projects are likely to have an adverse impact on the environment. This statement must be lodged with the Department of Environmental Conservation where, for large projects, it may be forwarded to Environment Council for review. Public consultation is an integral part of this review.

See Item 4. “Information on the Company — Regulation — Environmental Matters” for further discussion on the applicable legislation and our policies on environmental matters.

Mining companies are increasingly required to consider and ensure the sustainable development of, and provide benefits to, the communities and countries in which they operate.

As a result of public concern about the perceived ill effects of economic globalization, businesses in general and large international companies such as Harmony, in particular, face increasing public scrutiny of their activities.

These businesses are under pressure to demonstrate that while they seek a satisfactory return on investment for shareholders, other stakeholders including employees, communities surrounding operations and the countries in which they operate, also benefit from their commercial activities. Such pressures tend to be particularly focused on companies whose activities are perceived to have a high impact on their social and physical environment. The potential consequences of these pressures include reputational damage, legal suits and social spending obligations.

Existing and proposed mining operations are often located at or near existing towns and villages, natural water courses and other infrastructure. Mining operations must therefore be designed to mitigate and/or manage their impact on such communities and the environment. Specifically at our PNG operations, cognizance of landowner rights may require measures that could include agreed levels of compensation for any adverse impact the mining operation may continue to have on the community. The cost of these measures could increase capital expenditure and operating costs and therefore impact Harmony’s operational results and financial condition.

Compliance with emerging climate change regulations could result in significant costs for Harmony, and climate change may present physical risks to our operations.

Greenhouse gases (“GHGs”) are emitted directly by Harmony’s operations and indirectly as a result of consuming electricity generated by external utilities. Emissions from electricity consumption are indirectly attributable to Harmony’s operations. There are currently a number of international and national measures to address or limit GHG emissions, including the Kyoto Protocol and the Copenhagen Accord, in various phases of discussion or implementation.

The countries in which Harmony operates – South Africa and PNG – are non-Annex I countries and do not have mission reduction targets under the Kyoto Protocol in the first commitment period, ending 2012. Following recent environmental summits, including the one hosted in South Africa in 2011, South Africa has committed voluntarily to 30% clean energy by 2025, aiming for the country’s GHG emissions to peak by 2020–2025, plateau for a decade and then decline by 40% by 2050. These targets were set out in the National Climate Change Response Policy, endorsed by the South African cabinet in October 2011.

In line with this aim, the country’s key carbon-emitting sectors, including energy and transport, have until October 2013 to finalize ‘carbon budgets’ and appropriate strategies to support these targets. Adopting a carbon budget model reflects government’s acceptance of the relative energy and carbon intensity of the economy and the need to create the setting required for industries to make the transition to a more carbon-constrained environment.

The Minister of Water and Environmental Affairs noted that government would actively consult with industry on developing carbon budgets to identify an “optimal combination” of mitigation actions to strike a balance between South Africa’s socio-economic imperatives, especially creating and preserving jobs, as well as the need to manage climate change impacts and contribute to global efforts to stabilize GHG concentrations.

In February 2012, the South African finance minister announced that a carbon tax would be implemented in the financial year spanning 2013–2014. The proposal is to implement the tax at a fairly low level, and define a rising price path over time – at this stage, a carbon tax of US$16/t (South African R120/t of CO2e) is expected in 2013, increasing annually to 10% by 2019.

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The South African National Treasury has established a working group comprising a number of different industries to evaluate the impact of this proposed tax on the different sectors of industry. Harmony is participating in this initiative, as is the Chamber of Mines.

As our current mines have a life expectancy of up to 25 years, we are undertaking capital projects to sustain and increase production at Phakisa, Doornkop, Kusasalethu, Tshepong and Hidden Valley operations. These expansions will extend our mining operations by ten years or more, by which time GHG regulations are expected to be a permanent feature of the global economy. Future climate change regulation will therefore need to be considered for all Harmony’s extensions and acquisitions. All new greenfields and brownfields projects are required by company policy to consider the impact of climate change in their design and planning.

While Harmony is not conceptually opposed to using financial instruments as incentives in reducing emissions, we are concerned about the potential impact on the industry’s competitiveness. We are working with both the industry task team on climate change and the Chamber of Mines to understand the implications for our business and optimal mechanisms to further promote emission reduction.

Harmony’s exposure to Australian legislation is limited as the operations we owned there have been sold or are under care and maintenance. PNG’s national office of climate change and environmental sustainability is studying the potential for future economic growth to be driven by renewable energy. Along with other Pacific Island countries, PNG has adopted a framework for action on climate change 2006 to 2015 and a disaster risk reduction and disaster management framework for action. The implications of these structures on Harmony’s operations in PNG have not yet been established and studies are on-going.

The largest portion of GHG emissions is predominantly electricity-related, with electricity expenditure amounting to 15% of Harmony’s operational costs in South Africa. While cost management is clearly a strategic issue for Harmony, of even greater importance is that energy supply be constant and reliable, given the implications of loss of energy on both production and health and safety. GHG emissions regulations, which would increase the price of energy, will affect Harmony significantly, as will regulation that stipulates emission thresholds, or sets technology standards that may result in insecure energy supply. Already certain compliance costs from power suppliers are being passed on to the Group in the form of price increases. For instance, in South Africa since 2009, Harmony has paid a levy of R0.02 per kilowatt hour for electricity generated by fossil fuels. These levies may increase over time and additional levies may be introduced in future in South Africa or PNG, which could result in a significant increase in our costs.

See Item 4. “Information on the Company — Environmental Matters” for disclosure regarding our GHG emissions.

Our operations in South Africa are subject to water use licenses, which could impose significant costs.

Under South African law, Harmony’s local operations are subject to water use licenses that govern each operation’s water use. These licenses require, among other issues, that mining operations achieve and maintain certain water quality limits for all water discharges, where these apply. The majority of our South African operations are lawful users with existing water permits in terms of the Water Act of 1954. Nevertheless, the South African operations have applied to the relevant regional directors for water use licenses in terms of the National Water Act, 1998. Submissions were made as early as 2003 and Harmony has been working closely with the regional directors in the review process; a number of our operations have been issued with licenses or draft licenses.

We anticipate that the conditions of the licenses may require Harmony to consider and implement alternate water management measures that may have a significant cost implication for our business. Any failure on Harmony’s part to achieve or maintain compliance with the requirements of these licenses for any of its operations may result in Harmony being subject to penalties, fees and expenses or business interruption due to revoked water licenses. Any of these could have a material effect on our business, operating results and financial condition.

See Item 4. “Information on the Company — Regulation — Environmental Matters” for disclosure regarding our water usage and management.

We may have exposure to rehabilitate potential groundwater pollution, which may include salination, and radiation contamination that may exist where we have operated or continue to operate.

Due to the interconnected nature of mining operations, any proposed solution for potential flooding and decant risk posed by deep groundwater needs to be a combined one supported by all mines located in the goldfields and government in the event of legacy issues. As a result, the DMR and affected mining companies are involved in developing a regional mine closure strategy. In view of limited current information, no reliable estimate can be made for this possible obligation, which could be material and have an adverse impact on Harmony’s financial condition.

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Harmony has initiated analytical assessments to identify, quantify and mitigate impacts, should they arise. Numerous scientific, technical and legal studies are under way to assist in determining the magnitude of possible contamination of groundwater and to find sustainable remediation solutions. Geohydrological studies were undertaken in the Free State, Evander, Kalgold operations and the modelling confirms that there is no risk of acid mine drainage (“AMD”) decant from any of these sites. Harmony has instituted processes to reduce possible future potential seepage and it has been demonstrated that monitored natural attenuation by the existing environment will contribute to improvement in some instance. The ultimate outcome of the matter cannot presently be determined and no provision for any potential liability has been made in the financial statements. Should these costs be significant, this could have a material impact on Harmony’s operational results and financial condition.

Investors in the United States may have difficulty bringing actions, and enforcing judgments, against us, our directors and our executive officers based on the civil liabilities provisions of the federal securities laws or other laws of the United States or any state thereof.

We are incorporated in South Africa. Each of our directors and executive officers (and our independent registered public accounting firm) resides outside the United States. Substantially all of the assets of these persons and substantially all our assets are located outside the United States. As a result, it may not be possible for investors to enforce a judgment against these persons or ourselves obtained in a court of the United States predicated upon the civil liability provisions of the federal securities or other laws of the United States or any state thereof. A foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which will be enforced by South African courts provided that:

• the court that pronounced the judgment had jurisdiction to entertain the case according to the principles recognized by South African law with reference to the jurisdiction of foreign courts;

• the judgment is final and conclusive;

• the judgment has not lapsed;

• the recognition and enforcement of the judgment by South African courts would not be contrary to public policy, including observance of the rules of natural justice which require that the documents initiating the United States proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal;

• the judgment does not involve the enforcement of a penal or revenue law; and

• the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Business Act 99 of 1978, as amended, of the Republic of South Africa.

Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.

Laws, regulations and standards relating to accounting, corporate governance and public disclosure, new SEC regulations and other listing regulations applicable to us are subject to change and can create uncertainty for companies like us. New or changed laws, regulations and standards could lack specificity or be subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty on compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards.

In terms of Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a report by our management on our internal control over financial reporting. The report in this annual report contains, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year, including a statement as to whether or not our internal controls over financial reporting are effective. If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act. The requirement to evaluate and report on our internal controls also applies to companies that we may acquire and therefore, this assessment may be complicated by any future acquisitions. While we continue to dedicate resources and management time to ensuring that we have effective controls over financial reporting, failure to achieve and maintain an effective internal control environment could have a material adverse effect on the market’s perception of our business and our stock price. See Item 15. “Disclosure Controls and Procedures” for management assessment as of June 30, 2012. In addition to management’s assessment of internal controls over financial reporting, we are required to have our independent registered public accounting firm publicly disclose their conclusions regarding the effectiveness of Harmony’s internal controls over financial reporting.

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We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses.

Sales of large quantities of our ordinary shares and ADSs, or the perception that these sales may occur, could adversely affect the prevailing market price of such securities.

The market price of our ordinary shares or ADSs could fall if large quantities of ordinary shares or ADSs are sold in the public market, or there is a perception in the marketplace that such sales could occur. Subject to applicable securities laws, holders of our ordinary shares or ADSs may decide to sell them at any time. The market price of our ordinary shares or ADSs could also fall as a result of any future offerings it makes of ordinary shares, ADSs or securities exchangeable or exercisable for its ordinary shares or ADSs, or the perception in the marketplace that these sales might occur. We may make such offerings of additional ADS rights, letters of allocation or similar securities at any time or from time to time in the future.

Because we have a significant number of outstanding share options, our ordinary shares are subject to dilution.

We have several employee share option schemes in operation. The employee share option schemes came into effect in 2001, 2003 and 2006, while awards under an employee share ownership plan (“ESOP”) governed by a trust called the Tlhakanelo Employee Share Trust (“Tlhakanelo”) for employees other than management were made in August 2012. Shares were issued to the trust on August 31, 2012. Our shareholders have authorized up to 10% of the issued share capital as at June 30, 2011 to be used for these plans. As a result, shareholders’ equity interests in us are subject to dilution to the extent of the potential future exercises of the options through share schemes.

We may not pay dividends or make similar payments to our shareholders in the future.

Harmony’s dividend policy is to pay cash dividends only if funds are available for that purpose. Whether funds are available depends on a variety of factors, including the amount of cash available, our capital expenditures and other cash requirements existing at the time. Under South African law, we are only entitled to pay a dividend or similar payment to shareholders if we meet the solvency and liquidity tests set out in the Companies Act 71 of 2008 (as amended) including its Regulations (the “Companies Act”) and our current Memorandum of Incorporation. Cash dividends or other similar payments may not be paid in the future.

In February 2007, the South African Government announced a proposal to replace Secondary Tax on Companies with a 10% withholding tax on dividends and other distributions payable to shareholders. On April 1, 2012, a dividends tax (“Dividends Tax”) was introduced at a rate of 15% on dividends declared to beneficial shareholders borne by the shareholder receiving the dividend. Although the substitution of secondary tax on companies with Dividends Tax may reduce the tax payable on our South African operations, thereby increasing distributable earnings, the withholding tax will generally reduce the amount of dividends or other distributions received by shareholders.

Item 4. INFORMATION ON THE COMPANY

BUSINESS

History and Development of the Company

We conduct underground and surface gold mining and related activities, including exploration, processing and smelting. We are currently the third largest producer of gold in South Africa, producing approximately one-fifth of the country’s annual gold output, and we ranked among the largest gold producers in the world, with operations and projects in South Africa and PNG. Our gold sales were 1.275 million ounces of gold in fiscal 2012. As at June 30, 2012, our mining operations reported total proven and probable reserves of 52.9 million ounces (including gold equivalent ounces), primarily from South African sources. In fiscal 2012, we processed 20.7 million tons of ore.

In fiscal 2012, 93% of our total gold production took place in South Africa. In fiscal 2012, approximately 84% of our gold came from our South African underground mines, and approximately 9% came from our South African surface operations (which include the Kalgold opencast operation and the Phoenix operation). For more detailed information about our activities, see Item 4. “Information on the Company — Business — Harmony’s Mining Operations — Overview” and the notes to the consolidated financial statements included in this annual report. Mining is a highly regulated industry, and we operate under a variety of statutes and regulations. For more detailed information about these statutes and regulations, see Item 4. “Information on the Company — Regulation” and Item 10. “Additional Information — Memorandum of Incorporation”.

The majority of our exploration and evaluation done during fiscal 2012 has been focused on PNG. Our PNG exploration and evaluation opportunities are handled through the international office in Brisbane, Australia. Exploration in South Africa focused on Joel North, Freddies 9 and Masimong.

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Harmony Gold Mining Company Limited was incorporated and registered as a public company in South Africa on August 25, 1950 (under registration number 1950/038232/06). We have expanded from a single lease-bound mining operation into an independent, world-class gold producer. From 1997 to 2004, we acquired additional mineral rights in the Free State, Mpumalanga, Gauteng and North West provinces in South Africa through various mergers and acquisitions. In our most recent transaction in fiscal 2010, we acquired the President Steyn 1 and 2 shafts, Loraine 3 shaft, Freddies 7 and 9 shafts as well as the President Steyn gold plant, collectively known as the Pamodzi Free State assets, from Pamodzi Gold Free State (Proprietary) Limited (In Liquidation) (“Pamodzi FS”). See Item 4. “Principal Investments”. These shafts have been included in the Bambanani and Target operations. In building our international portfolio, we acquired Hill 50 and New Hampton in Western Australia in 2001 and 2002, respectively, and started our exploration portfolio in PNG with projects in the Morobe province originally through our acquisition of Abelle in 2003. In the past three years, we disposed of several operations in South Africa and Australia. See Item 4. “Disposals”.

Our principal executive offices are located at Randfontein Office Park, Corner of Main Reef Road and Ward Avenue, Randfontein, 1760, South Africa and the telephone number at this location is +27-11-411-2000.

Business overview

South African Operations

In South Africa, we operate a total of ten underground operations, several surface operations including an opencast mine, and nine processing plants which are located in all of the currently known goldfields in the Witwatersrand basin of South Africa as well as the Kraaipan Greenstone Belt. These operations produced approximately 1,186 million ounces in fiscal 2012, and South Africa represented approximately 58% (or 30.9 million ounces) of our total proven and probable reserves. The deep level gold mines are located in four provinces in this basin, being the Free State province, Mpumalanga, the West Rand Goldfields in Gauteng province and the North West province. Surface operations are located in all these provinces.

Ore from the shafts and surface material are treated at nine metallurgical plants in South Africa, located near the operations (five in the Free State province, two in the North West province, one in Mpumalanga and one in Gauteng). We are currently demolishing three plants in the Free State — the Virginia plant’s demolishment is almost completed, while the process for Steyn plant will continue until fiscal 2013; the demolishment of St Helena Plant has started and will continue until the beginning of fiscal 2014. In addition, Winkelhaak plant at the Evander operations was placed on care and maintenance during fiscal 2010, and the demolishment of the plant is in progress and will be completed in the first half of 2013.

Each operation, consisting anywhere from a single shaft to a group of shafts, is managed by a team headed up by a general manager. See “— Harmony’s Management Structure” below.

Operations are classified as “Underground” or “Surface” with the reportable segments in South Africa being as follows:

• Bambanani (includes Steyn 1 and 2 shafts), Doornkop, Joel, Kusasalethu, Masimong, Phakisa, Target (includes Target 3), Tshepong and the Virginia operations (the Evander operations have been disclosed under discontinued operations); and

• all other shafts and surface operations, including those that treat historic sand dumps, rock dumps and tailings dams, are grouped together under and “Other — Surface”.

International Operations

Our interests internationally are currently located in PNG and represent 42% (or 22.0 million gold equivalent ounces) of our total proven and probable reserves.

PNG operations

In PNG, through our wholly-owned PNG-based subsidiaries, we own various development and exploration prospects, and one operating mine. This includes a 50% interest in what is collectively known as the Morobe Mining Joint Venture (“MMJV”), held through Morobe Consolidated Goldfields Limited (“Morobe Consolidated Goldfields”), Wafi Mining Limited (“Wafi”) and Morobe Exploration Limited (“MEL”).

In August 2008, Newcrest Mining Limited (“Newcrest”) acquired a 30.01% interest in our assets and tenements in the Morobe Province through the MMJV. By the end of fiscal 2009, Newcrest had earned an additional 19.99% in terms of the farm-in agreement, resulting in Newcrest and us each owning a 50% interest in the MMJV. Through the MMJV, we operate the Hidden Valley mine. The pre-feasibility study at Wafi-Golpu which commenced during fiscal 2011 has been completed and the results released in August 2012. The feasibility study will commence following stakeholder (PNG Government and communities)

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engagement. We also have exploration projects that are wholly-owned, held through Harmony Gold (PNG) Exploration Limited (“HGEL”). We are continuing with exploration at three key project sites, being Mount Hagen, Amanab and Tari.

Strategy

Our strategy is to deliver long-term value by creating a global mining and exploration company - growing gold production, reserves and profits. This strategy has as its overall goal the production of 1.7 million safe and profitable ounces of gold by 2016 (excluding any future acquisitions or disposals).

We have invested significant capital in developing and commissioning gold mining assets in South Africa. Harmony has undertaken a number of strategic initiatives in recent years with the aim of achieving robust and sustainable financial results, with better controlled cash costs and improved grade.

Three key objectives underpin our strategy, namely:

• growth by delivering on projects and exploiting global opportunities;

• exploration that results in growth in reserves; and

• optimizing operational delivery by improving cash costs and quality of ounces.

Our emphasis is on safe, profitable ounces and important steps have been taken to ensure that these goals are and will be met. To ensure this we have:

• closed high-cost mines to give us a better mix of assets;

• commissioned gold mines in South Africa and in PNG;

• tailored each mine’s business plan to its individual requirements;

• aimed to address ongoing industry challenges. Please see Item 3. “Key Information — Risk Factors” for further information;

• aimed to improve production and productivity; and

• increased our exploration exposure.

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Principal Investments

We have concluded several strategic transactions within and outside South Africa in the last three fiscal years, which are summarized below.

During fiscal 2012, we acquired a Tari tenement in PNG. This project comprises 31% of the tenement area that Harmony currently holds on its own in PNG, outside of the MMJV.

During fiscal 2010, we acquired the President Steyn 1 and 2 shafts, Loraine 3 and the Freddies 7 and 9 shafts, along with the President Steyn gold plant, collectively known as the Pamodzi Free State assets, for R405 million (US$53 million). The assets were acquired from Pamodzi FS, a subsidiary of Pamodzi Gold Limited (“Pamodzi”), which is an associate of Harmony and has been placed in liquidation.

During fiscal 2009, we reached an agreement with Africa Vanguard Resources (Doornkop) (Proprietary) Limited (“AVRD”) to re-acquire AVRD’s 26% interest in the Doornkop mining right. In March 2010, the condition precedent to the agreement became effective. As a result the 26% interest in the Doornkop mining right was transferred from AVRD to Harmony in exchange for our repayment of the Nedbank loan of R244 million (US$33.4 million) and the issue of 2,162,359 Harmony ordinary shares.

In August 2009, we acquired 100% interest in two new exploration tenements, the Mount Hagen and Amanab Projects, in PNG.

Disposals

On May 30, 2012, Harmony entered into an agreement with Pan African Resources plc (“Pan African Resources”) to dispose of its 100% interest in Evander Gold Mines Limited for a total consideration of R1.5 billion (US$182.7 million). The conditions precedent are expected to be fulfilled before December 31, 2012.

During September 2010, Harmony concluded an agreement with Witwatersrand Consolidated Gold Resources Limited (“Wits Gold”) for the cancellation of the Freegold farm-in option in exchange for Wits Gold shares. The conditions precedent were fulfilled on November 5, 2010 and Harmony received 4,376,194 shares in Wits Gold valued at R275 million (US$41 million).

On July 20, 2010, the conditions precedent for the sale of the Mount Magnet operation were fulfilled. A total consideration of A$35.3 million (US$31.6 million) was received from Ramelius in exchange for 100% of the issued share capital in Mount Magnet.

In June 2010, the group sold the Jeanette prospecting rights to Taung Gold Limited (“Taung”) for a total consideration and profit of R75 million (US$10 million).

On January 18, 2010, we disposed of our investment in our Australian subsidiary, Big Bell Operations (Proprietary) Limited to Fulcrum Resources (Proprietary) Limited (“Fulcrum”) for A$3.5 million (US$3.2 million) in cash and replacement environmental bonds of A$3.2 million (US$3.0 million), resulting in total consideration of A$6.7 million (US$6.2 million).

During September and October 2009, we sold our interest in Avoca into the market for a total consideration of R42 million (US$5.8 million).

Description of Mining Business

Exploration

Exploration activities are focused on the extension of existing orebodies and identification of new orebodies, both at existing sites and at undeveloped sites.

Our gold-focused exploration program has two components:

• on-mine exploration, which looks for resources within the economic radius of existing mines; and

• new mine exploration, which is the global search for early to advanced stage projects.

Once a potential orebody has been discovered, exploration is extended and intensified in order to enable clearer definition of the orebody and the potential portions to be mined. Geological techniques are constantly refined to improve the economic viability of prospecting and mining activities.

We conduct exploration activities on our own or with joint venture partners. As at June 30, 2012, our prospecting interest measured 75,249 hectares (185,938 acres) in South Africa and 898,400 hectares (2,219,546 acres) in PNG. We spent US$64

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million on exploration in PNG and South Africa in fiscal 2012. In fiscal 2013, we intend to continue with exploration in PNG and South Africa.

Mining

The mining process can be divided into two main phases: (i) accessing the orebody; and (ii) mining the orebody. This basic process applies to both underground and surface operations.

• Accessing the orebody.

In our South African underground mines, access to the orebody is by means of shafts sunk from the surface to the lowest economically and practically mineable level. Horizontal development at various intervals of a shaft (known as levels) extends access to the horizon of the reef to be mined. On-reef development then provides specific mining access. Horizontal development at various intervals of the decline extends access to the horizon of the mineral to be mined. The declines are advanced on a continuous basis to keep ahead of the mining taking place on the levels above. In our open-pit mines, access to the orebody is provided by overburden stripping, which removes the covering layers of topsoil or rock, through a combination of drilling, blasting, loading and hauling, as required.

• Mining the orebody.

The process of ore removal starts with drilling and blasting the accessible ore. The blasted faces are then cleaned, and the ore is transferred to the transport system. In open-pit mines, gold-bearing material may require drilling and blasting, and is usually collected by bulldozers or shovels to transfer it onto trucks, which transport it to the mill.

In our South African underground mines, once ore has been broken, train systems collect ore from the faces and transfer it to a series of ore passes that gravity feed the ore to hoisting levels at the bottom of the shaft. The ore is then hoisted to the surface in dedicated conveyances and transported either by conveyor belts directly or via surface railway systems or roads to the treatment plants. In addition to ore, waste rock broken to access reef horizons must similarly be hoisted and then placed on waste rock dumps.

Processing

We currently have nine operational metallurgical plants in South Africa. We also have a metallurgical plant at the Hidden Valley project in PNG. The principal gold extraction processes we use are carbon in leach, or CIL, and carbon in pulp, or CIP.

The gold plant circuit consists of the following:

• Comminution

Comminution is the process of breaking up the ore to expose and liberate the gold and make it available for treatment. Conventionally, this process occurs in multi-stage crushing and milling circuits, which include the use of jaw and gyratory crushers and rod and tube and ball mills. Our more modern milling circuits include semi- or fully-autogenous milling where the ore itself is used as the grinding medium. Typically, ore must be ground to a minimum size before proceeding to the next stage of treatment.

• Treatment

In most of our metallurgical plants, gold is extracted into a leach solution from the host ore by leaching in agitated tanks. Gold is then extracted onto activated carbon from the solution using the CIL or CIP processes. Gold in solution at one of our plants is recovered using zinc precipitation. Recovery of the gold from the loaded carbon takes place by elution and electro-winning. Cathode sludge or dore bars produced from electro-winning are currently sent directly to the Rand Refinery. Most of the South African plants no longer use smelting to produce rough gold bars (dore). Our South African zinc precipitation plants continue to smelt precipitate to produce rough gold bars. These bars are then transported to the Rand Refinery, which is responsible for refining the bars to a minimum of good delivery status.

All the production from our South African operations is sent to the Rand Refinery, which is owned by a consortium of the major gold producers in South Africa. The PNG gold production was refined in Australia at an independent refiner, The Perth Mint Australia.

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Harmony’s Management Structure

We have a de-centralized management structure that is based on small, empowered management teams led by General Managers at each of our operations. In South Africa, the General Managers report to the Operating Officers, and are responsible for business optimization, mineral reserve optimization, and for developing a business culture at the operations. They also focus on long-term viability and growth of the operations. The General Managers are supported by a Mineral Reserve Manager, a Financial Manager, a Human Resources Manager and an Engineer Manager in ensuring the growth and long-term sustainability of the operations.

What is known as the Morobe Mining Joint Venture consists of three unincorporated joint ventures (Hidden Valley Mine Joint Venture (“HVMJV”), Wafi-Golpu Mine Joint Venture (“WGMJV”) and Morobe Exploration Joint Venture (“MEJV”) which are owned 50/50 by respective Harmony and Newcrest 100% owned subsidiaries (“owners”)).

The Joint Ventures are managed by a Joint Venture Committee (“JVC”) appointed by the respective owners. The JVC is responsible for the supervision of each of the three Joint Ventures, and implementation of the owners’ policy and strategy. The members act as owner representatives within the unincorporated joint ventures.

Three legal operator entities (“operator co.”), Hidden Valley Services Limited, Wafi-Golpu Services Limited and Morobe Exploration Services Limited have been established and appointed as operator of / agent for the respective unincorporated joint ventures (HVMJV, WGMJV and MEJV). Shareholding is held equally by the owners who appoint a board of directors (“board”) for each operator co.

The respective operator co. boards appoint Operational Steering Committees and General Managers who are responsible for implementation of the operating plan as approved by the JVC as well as making recommendation to the JVC for growth and sustainability. The General Managers report to the Operational Steering Committees. The General Managers are supported by functional managers.

Capital Expenditures

Capital expenditures for all operations incurred for fiscal 2012 amounted to US$414 million compared with US$444 million in fiscal 2011 and US$442 million in fiscal 2010. During fiscal 2012, capital expenditure in PNG accounted for 19% of the total, with Kusasalethu, Target and Phakisa accounting for 13%, 11% and 9% respectively. For fiscal 2011, capital expenditure at Kusasalethu and Phakisa each accounted for 12% of the total, with expenditure at PNG and Target accounting for 11% and 14% respectively. For fiscal 2010, the capital development at PNG accounted for 16% of the total, with development at Phakisa and Kusasalethu accounting for 14% and 13%, respectively. Capital development also took place at the Doornkop South Reef Project and Tshepong Sub 71 Declines, as well as at the newly acquired President Steyn and Loraine shafts.

The focus of our capital expenditures in recent years has been underground development and plant improvement and upgrades. Construction at these projects has been completed in certain areas, and production, if not yet at full capacity, has started from these areas at all our current growth projects. Capital will still be expended at these projects in the next two to three years to complete construction. During fiscal 2012, the capital expenditure was funded from the Company’s cash reserves, as well as by the loan facilities (see Item 5. “Operating and financial review and prospects – Liquidity and capital resources”).

We have budgeted approximately US$545 million for capital expenditures in fiscal 2013. Details regarding the capital expenditures for each operation are found in the individual mine sections under Item 4. “Information on the Company — Business — Harmony’s Mining Operations”. We currently expect that our planned operating capital expenditures will be financed from operations and new borrowings as needed.

Reserves

As at June 30, 2012, we have declared attributable gold equivalent proven and probable reserves of 52.9 million ounces, broken down as follows: 30.9 million ounces gold in South Africa and 22.0 million gold equivalent ounces in PNG. In instances where individual deposits may contain multiple valuable commodities with a reasonable expectation of being recovered (for example gold and copper in a single deposit) Harmony computes a gold equivalent to more easily assess the value of the deposit against gold-only mines. Harmony does this by calculating the value of each of the deposits commodities then divides the product by the price of gold. For example, the gold equivalent of a gold and copper deposit would be calculated as follows: ((gold ounces x gold price per ounce) + (Copper pounds x copper price per pound)) / gold price per ounce. All calculations are done using metal prices as stipulated in the discussion below. Harmony assumes a 100% metallurgical recovery in its calculations unless otherwise stated. The year-on-year positive variance in mineral reserves is due to the following reasons:

• normal depletion of 1.5 million ounces;

• Evander assets classified held for sale resulted in a decrease of 8.0 million ounces;

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• geology and scope changes in South Africa resulted in an increase of 1.3 million ounces; and

• an increase of gold and gold equivalent reserves in PNG of 19.5 million ounces following the completion of an updated pre-feasibility study at Golpu.

We use the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (“SAMREC Code”), which sets out the internationally recognized procedures and standards for reporting of mineral resources and mineral reserves. We use the term “mineral reserves” herein, which has the same meaning as “ore reserves”, as defined in the SAMREC code. Our reporting of the PNG Mineral Reserves complies with the Australian Code for the Reporting of Mineral Resources and Mineral Reserves (“JORC”) of the Australian Institute of Mining and Metallurgy. This code is materially the same as the SAMREC Code. In reporting of reserves, we have complied with Industry Guide 7 of the US Securities and Exchange Commission.

For the reporting of Mineral Reserves at our South African and PNG operations, the following parameters were applied:

• a gold price of US$1,400 per ounce;

• an exchange rate of R7.55 per US dollar,

the above parameters resulting in a gold price of R340,000/kg;

• an uranium price of US$50.00/lb for South Africa;

• prices of US$1,250/oz Au, US$21/oz Ag, US$15/lb Mo and A$3.10/lb Cu at an exchange rate of A$0.90 per US dollar were used for the Hidden Valley mine and Wafi-Golpu project in the Morobe Mining Joint Venture;

• gold and gold equivalent ounces are calculated assuming a US$1,400/oz for gold, US$3.50/lb for copper and US$25.00/oz for silver with 100% recovery for all metals; and

• ‘gold equivalent’ is computed as the value of the company’s gold, silver and copper from all mineral resources/reserves classifications divided by the price of gold. All calculations are done using metal prices as stipulated .

In order to define that portion of a measured and indicated mineral resource that can be converted to a proven and probable mineral reserve at our underground operations, we apply the concept of a cut-off grade. At our underground operations in South Africa, this is done by defining the optimal cut-off grade as the lowest grade at which an orebody can be mined such that the total profits, under a specified set of mining parameters, are maximized. The cut-off grade is determined using our Optimizer computer program which requires the following as input:

• the database of measured and indicated resource blocks (per operation);

• an assumed gold price which, for this mineral reserve statement, was taken as R340,000 per kilogram;

• planned production rates;

• the mine recovery factor which is equivalent to the mine call factor (“MCF”) multiplied by the plant recovery factor; and

• planned cash costs (cost per tonne).

Rand per tonne cash costs of the mines are historically based, but take into account distinct changes in the cost environment, such as the future production profile, restructuring, right-sizing, and cost reduction initiatives.

The block cave reserve at Golpu (PNG) used the computer program to define the optimal mine plan and sequencing.

The open pit reserve at Hidden Valley (PNG) is defined by a pit design based on the Whittle open pit optimization program guiding the most efficient mine design given this constraint.

See the table below in this section for the cut-off grades and cost per tonne for each operation.

The mineral reserves represent that portion of the measured and indicated resources above cut-off in the life-of-mine plan and have been estimated after consideration of the factors affecting extraction, including mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. A range of disciplines which includes geology, survey, planning, mining engineering, rock engineering, metallurgy, financial management, human resources management and environmental management have been involved at each mine in the life-of-mine planning process and the conversion of resources into reserves. The oreflow-related modifying factors used to convert the mineral resources to mineral reserves through the life-of-mine planning process are stated for each individual operation. For these factors, historical information is used, except if there is a

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valid reason to do otherwise. Because of depth and rock engineering requirements at our underground mines, some mines design stope support pillars into their mining layouts which accounts for approximately 7% to 10% discounting. Further discounting relates to the life-of-mine extraction to provide for geological losses.

Our standard for narrow reef sampling with respect to both proven and probable reserve calculations for underground mining operations in South Africa is generally applied on a 6 meter by 6 meter grid. Average sample spacing on development ends is at 2 meter intervals in development areas. For the massive mining at the Target operations, our standard for sampling with respect to both proven and probable reserves are fan drilling with “B” sized diamond drill holes (43mm core) sited at 50 meter spaced sections along twin access drives. The Kalgold opencast operations are sampled on diamond drill and reverse circulation drill spacing of no more than 25 meters on average. Surface mining at South African operations other than Kalgold involves recovering gold from areas previously involved in mining and processing, such as metallurgical plants, waste rock dumps and tailing dams (slimes and sand) for which random sampling is used.

The PNG resources are hosted in large porphyry or related mesothermal geological systems. Data is gained through diamond drilling using PQ down to NQ sized core. The core is cut in half, one half sampled at a maximum of 2 meter intervals and the other half stored in designated core storage facilities. Drill spacing at our Hidden Valley operations is typically on less than 20 meter centers for Measured category, 20 to 40 meter centers for the Indicated category and greater than 40 meters for Inferred category material. Due to the nature of the Golpu porphyry mineralization, drill spacing is increased to 100 to 200 meters for indicated and greater for inferred. Assaying for gold is by fire assay and various methods are used for copper and other elements. All assays informing the resource calculation are analyzed at a National Association of Testing Authorities accredited commercial laboratory. Some sample preparation is done at the mine site laboratory. Extensive Quality Assurance/Quality Control work is undertaken and data is stored in an electronic database.

Our mining operations’ reported total proven and probable reserves as of June 30, 2012 are set out below:

	Mineral Reserves statement (Imperial) as at June 30, 2012
OPERATIONS GOLD	PROVEN RESERVES						PROBABLE RESERVES						TOTAL RESERVES
	Tons (millions)		Grade (oz/ton)		Gold  oz(1) (000)		Tons (millions)		Grade (oz/ton)		Gold  oz(1) (000)		Tons (millions)		Grade (oz/ton)		Gold  oz(1) (000)
South Africa Underground
Bambanani		2.6		0.372		952		—		—		—		2.6		0.372		952
Joel		1.7		0.154		258		4.7		0.151		715		6.4		0.151		973
Masimong		6.2		0.147		911		1.4		0.149		205		7.6		0.148		1,116
Phakisa		4.1		0.182		739		17.4		0.238		4,149		21.5		0.228		4,888
Target		8.3		0.134		1,113		9.3		0.182		1,692		17.6		0.160		2,805
Tshepong		19.9		0.162		3,229		4.4		0.144		633		24.3		0.159		3,862
Unisel		1.9		0.140		267		1.2		0.127		150		3.1		0.135		417
Doornkop		4.6		0.098		454		5.7		0.120		683		10.3		0.110		1,137
Kusasalethu		13.0		0.208		2,704		25.7		0.172		4,408		38.7		0.184		7,112
Total South Africa Underground		62.3		0.171		10,627		69.8		0.181		12,635		132.1		0.176		23,262
South Africa Surface
Kalgold		3.3		0.018		61		17.3		0.030		510		20.6		0.028		571
Free State Surface		400.8		0.008		3,212		560.1		0.007		3,879		960.9		0.007		7,091
Total South Africa Surface		404.1		0.008		3,273		577.4		0.008		4,389		981.5		0.008		7,662
Total South Africa		466.4				13,900		647.2				17,024		1,113.6				30,924
Papua New Guinea(2)
Hidden Valley		0.8		0.035		28		40.1		0.043		1,736		40.9		0.043		1,764
Hamata		0.0		0.086		2		2.5		0.063		161		2.5		0.065		163
Golpu		—		—		—		248.0		0.025		6,221		248.0		0.025		6,221
Total Papua New Guinea		0.8		0.036		30		290.6		0.028		8,118		291.4		0.028		8,148
GRAND TOTAL		467.2				13,930		937.8				25,142		1,405.0				39,072

In addition to the gold reserves, we also report our gold equivalents for reserves for silver and copper from our PNG operations. Gold equivalent ounces are calculated assuming a US$1,400/oz for gold, US$3.50/lb copper and US$25.00/oz for silver with 100% recovery for all metals.

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Gold Equivalents

SILVER

PROVEN RESERVES

PROBABLE RESERVES

TOTAL RESERVES

Tons (millions)

Gold Equivalents (oz) (1) (000)

Tons (millions)

Gold Equivalents (oz) (1) (000)

Tons (millions)

Gold Equivalents (oz) (1) (000)

Hidden Valley

0.8

7

40.1

584

40.9

591

COPPER	PROVEN RESERVES				PROBABLE RESERVES				TOTAL RESERVES
	Tons (millions)		Gold Equivalents (oz) (1) (000)		Tons (millions)		Gold Equivalents (oz) (1) (000)		Tons (millions)		Gold Equivalents (oz) (1) (000)
Golpu		—		—		248.0		13,274		248.0		13,274
Total Gold Equivalents		0.8		7		288.1		13,858		288.9		13,865
Total Harmony including gold equivalents		467.2		13,937		937.8		39,000		1,405.0		52,937

In addition to the gold reserves, we also report our attributable reserves for silver and copper from our PNG operations. Metal prices are assumed at US$21.00/oz for silver, US$3.10/lb for copper and US$50.00/lb for uranium.

Papua New Guinea: Other ⁽²⁾

SILVER

PROVEN RESERVES

PROBABLE RESERVES

TOTAL RESERVES

Tons (millions)

Grade (oz/ton)

Silver oz  (1) (000)

Tons (millions)

Grade (oz/ton)

Silver  oz(1) (000)

Tons (millions)

Grade (oz/ton)

Silver  oz(1) (000)

Hidden Valley

0.8

0.569

458

40.1

0.814

32,654

40.9

0.809

33,112

COPPER	Tons (millions)		Grade (%)		Cu lb(1) (millions)		Tons (millions)		Grade (%)		Cu lb(1) (millions)		Tons (millions)		Grade (%)		Cu lb(1) (millions)
Golpu		—		—		—		248.0		1.098		6,003		248.0		1.098		6,003

South Africa:

URANIUM	PROVEN RESERVES						PROBABLE RESERVES						TOTAL RESERVES
	Tons (millions)		Grade (lb/ton)		U3O8 lb  (1) (millions)		Tons (millions)		Grade (lb/ton)		U3O8 lb  (1) (millions)		Tons (millions)		Grade (lb/ton)		U3O8 lb  (1) (millions)
Masimong		5.7		0.351		2		2.6		0.288		1		8.3		0.331		3
Phakisa		4.1		0.273		1		17.5		0.253		4		21.6		0.256		5
Tshepong		9.0		0.206		2		15.1		0.217		3		24.1		0.213		5
Grand Total		18.8		0.265		5		35.2		0.240		8		54.0		0.249		13

⁽¹⁾  Metal figures are fully inclusive of all mining dilutions and gold losses, and are reported as mill delivered tons and head grades. Metallurgical recovery factors have not been applied to the reserve figures.

⁽²⁾ Represents Harmony’s attributable interest of 50%

Note: 1 ton = 907 kg = 2,000 lbs

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Our methodology for determining our reserves is subject to change and is based upon estimates and assumptions made by management regarding a number of factors as noted above in this section. Cost per tonne and cut-off grade per operation is as follows.

OPERATIONS GOLD	UNDERGROUND OPERATIONS				SURFACE AND MASSIVE MINING
	Cut-off  grade (cmg/t)		Cut-off cost (R/Tonne)		Cut-off grade (g/t)		Cut-off cost (R/Tonne)
South Africa Underground
Bambanani		1,687		1,925		—		—
Joel		806		1,140		—		—
Masimong		890		1,087		—		—
Phakisa		640		1,367		—		—
Target		621		1,209		4.25		1,178
Tshepong		650		1,138		—		—
Unisel		723		1,258		—		—
Doornkop		716		850		—		—
Kusasalethu		771		1,229		—		—
South Africa Surface
Kalgold		—		—		0.48		190
Free State Surface		—		—		0.136		34
	Cut-off % Cu		Cut-off cost (A$/Tonne)		Cut-off grade (g/t)		Cut-off cost (A$/Tonne)
Papua New Guinea
Hidden Valley		—		—		0.600		20.4
Hamata		—		—		0.600		20.4
Golpu		0.2		22.0		—		—
SILVER	Cut-off % Cu		Cut-off cost (A$/Tonne)		Cut-off grade (g/t)		Cut-off cost (A$/Tonne)
Papua New Guinea
Hidden Valley		—		—		0.600		20.4
COPPER
Papua New Guinea
Golpu		0.2		22.0		—		—

Notes on Cut-off:

⁽¹⁾  Surface and massive mining are stated in g/t (g/t is grams of metal per tonne of ore).

⁽²⁾  All SA underground operations are stated in cmg/t (cmg/t is the Reef Channel width multiplied by the g/t which indicates the gold content within the Reef Channel).

Notes on Cut-off cost:

Cut-off cost refers to the cost in R/Tonne or A$/Tonne to mine and process a tonne of ore.

Notes on Copper:

Cut-off is stated in % Cu

Notes on Golpu:

Cut-off is based on 0.2% copper : molybdenum and gold mined as by-product.

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Worldwide Operations

Description of Property

The following is a map of our worldwide operations:

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Our operational mining areas in South Africa are set forth below:

	Hectares		Acres
Doornkop (includes Doornkop extension)		4,352		10,754
Kusasalethu		5,113		12,634
Free State (includes Masimong and Virginia operations)		22,583		55,802
Tshepong and Phakisa		10,799		26,684
Bambanani		2,356		5,822
Joel		2,356		5,822
St Helena		5,856		14,470
Kalgold		615		1,520
Evander		36,898		91,174
Target (includes Loraine)		7,952		19,649
Loraine 3, 7 & 9		3,085		7,623
Steyn 1 & 2		1,888		4,665
Total		103,853		256,619

In PNG, we hold tenements as set forth below:

	Hectares		Acres
PNG (50% - JV Interest)		472,600		1,167,820
PNG 100%		425,800		1,051,726
Total International Operations		898,400		2,219,546
TOTAL		1,002,253		2,476,165

In line with the rest of the South African mining industry, and in an effort to reduce costs, we have been rationalizing our mineral rights holdings in recent years. Accordingly, over the past three years, we have disposed of our shares and participation rights in areas within and outside of South Africa in which we have not actively pursued mining. However, in some cases we have retained certain participation rights and option clauses in properties and mining rights we have disposed of. We may continue to investigate further disposals.

Geology

The major portion of our South African gold production is derived from mines located in the Witwatersrand Basin in South Africa. The Witwatersrand Basin is an elongated structure that extends approximately 300 kilometers in a northeast-southwest direction and approximately 100 kilometers in a northwest-southeast direction. It is an Archean sedimentary basin containing a six kilometer thick stratigraphic sequence consisting mainly of quartzites and shales with minor volcanic units. The majority of production is derived from auriferous placer reefs situated at different stratigraphic positions and at varying depths below the surface in three of the seven defined goldfields of the Witwatersrand Basin.

Our Hidden Valley project comprises low sulphidation carbonate-base metal-gold epithermal deposits within the Morobe Goldfield, in the Morobe Province of PNG. In the Hidden Valley project area, a batholith of Morobe Granodiorite (locally a coarse grained monzogranite) is flanked by fine metasediments of the Owen Stanley Metamorphics. Both are cut by dykes of Pliocene porphyry ranging from hornblende-biotite to feldspar-quartz porphyries. A number of commonly argillic altered and gold anomalous breccias are known, including both hydrothermal and over printing structural breccias. The Hidden Valley deposit is hosted in the Moribe Granodiorite, dominated by a series of post-Miocene faults, both north and north-west trending, control the gold mineralization.

Our Wafi project comprises the sedimentary/volcaniclastic rocks of the Owen Stanley Formation that surround the Wafi Diatreme and host the gold mineralization. Gold mineralization occurs associated with an extensive zone of high-sulphidation epithermal alteration overprinting porphyry mineralization and epithermal style vein-hosted and replacement gold mineralization with associated wall-rock alteration. The Golpu Copper-Gold project is located about one kilometer northeast of the Wafi gold orebody. It is a porphyry (diorite) copper-gold deposit. The host lithology is a diorite that exhibits a typical zoned porphyry copper alteration halo together with mineralization in the surrounding metasediment. The mineralized body can be described as a porphyry copper-gold “pipe”. The Wafi gold mineralization and alteration partially overprints the upper levels of the Golpu porphyry copper-gold mineralization.

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Harmony’s Mining Operations

Overview

In South Africa, we conduct underground mining at ten operations:

• Bambanani (includes Steyn 2 Shaft from February 2010);

• Doornkop;

• Joel;

• Kusasalethu;

• Masimong;

• Phakisa;

• Target (consists of Target 1, and as of February 2010 Loraine 3 (now Target 3) and Freddies 7 (rehabilitated) and 9 shafts);

• Tshepong;

• Virginia (at June 30, 2012, Unisel was the only operating shaft. Previously also included Harmony 2, Merriespruit 1 & 3 and Brand 3 & 5); and

• Evander (Evander 8 is in operation, with Evander 2 & 5 and 7 having been closed during fiscal 2010) has been presented as discontinued operations.

We conduct surface mining at four sites (all included in “Other — Surface”):

• Free State (also known as Phoenix);

• Freegold;

• Kalgold; and

• Target.

Surface mining conducted at the South African operations other than Kalgold involves recovering gold from areas previously involved in mining and processing, such as metallurgical plants, waste rock dumps and tailings dams (slimes and sand). We are conducting studies to determine the feasibility of further retreatment projects in the Free State, including uranium extraction from material.

Internationally, we conduct mining activities in PNG at the Hidden Valley mine, which is a joint venture, known as the Morobe Mining Joint Venture, between Harmony and Newcrest in which we each have a 50% interest.

Underground and surface mining was conducted at the operation, with underground access through two declines and surface access principally through open-pits.

The following discussion is a two-part presentation of our operations:

• an overview of our South African mining operations with a discussion and production analysis of each of our operating segments; and

• an overview of our international (PNG) operations with a discussion and production analysis for Hidden Valley. We have also included a discussion on the exploration projects in the MMJV as well as for the wholly-owned projects.

Where we have translated the Rand amount budgeted for capital expenditures in fiscal 2013 into US dollars using the closing rate at the balance sheet date.

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South African Mining Operations

Unless indicated otherwise, the discussions below are for continuing operations.

Underground

Bambanani

Introduction: We acquired Bambanani in January 2002 when we acquired the Freegold operations from AngloGold Ashanti Limited (“Anglogold”) through a 50% joint venture with African Rainbow Minerals Gold Limited (“ARMGold”). In September 2003, we acquired 100% of these operations when ARMGold became a wholly-owned subsidiary. During February 2010, we acquired President Steyn 1 & 2 Shafts in the transaction with Pamodzi FS. These shafts have been incorporated into Bambanani. These operations are located in the Free State province. Production from the operations is processed through Harmony 1 Plant.

History: Exploration, development and production history in the area of the Freegold assets dates from the early 1900’s, leading to commercial production by 1932. Subsequent consolidation and restructuring led to the formation of Free State Consolidated Gold Mine (Operations) Limited, which became a wholly-owned subsidiary of Anglogold in June 1998.

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In 1998, President Steyn Gold Mine (Free State) (Proprietary) Limited (“PSGM”) was formed after purchasing shafts from various individuals. During 2002, the mine was sold to Thistle Mining Inc, an international company with interests in the Philippines and South Africa. The mine struggled to make operational profits, and Thistle undertook a restructuring program in 2006, which together with an increase in the Rand gold price resulted in positive operational cash flows. In February 2008, PSGM was purchased by Pamodzi FS. The mine was operated from that time until March 2009, when Pamodzi FS was placed into liquidation.

Geology: The operations are located in the Free State Goldfield, which is on the south-western edge of the Witwatersrand basin. The Free State Goldfield is divided into two sections, cut by the north-south striking De Bron Fault. This major structure has a vertical displacement of about 1,500 meters in the region of Bambanani, as well as a lateral shift of 4 kilometers. Bambanani is to the west of the De Bron Fault. The reefs generally dip towards the east. Mining is conducted in the Basal Reef.

Mining Operations: These operations are subject to the underground mining risks detailed in the Risk Factors section. The management teams regularly revisit their mining strategy and management procedures in order to minimize risks.

Bambanani, near Welkom, has three surface shafts (Bambanani, Steyn 2 and West). Mining is conducted at depths ranging from 1,911 and 3,680 meters. Activities at the mine include mining the Basal Reef and remnant pillar extraction. The primary mining challenges at these operations are seismic risks, ventilation and fire avoidance. Bambanani is classified as a seismically active operation with seismic activity monitoring systems installed to do active seismic risk evaluation.

In the first quarter of fiscal 2012, and in line with Harmony’s stated strategy to restructure for safe, profitable and quality ounces, we decided to halt mining in the sub-shaft after Bambanani had struggled to meet production targets and curb costs for a number of quarters. As such, mining activities moved from deeper operating areas to accelerated development of the shaft pillar. The restructuring process at Bambanani was well managed, with only 284 employees retrenched (118 of those elected voluntary retrenchment) out of a possible 2,268). This process was concluded by year-end. Almost 2,000 employees were redeployed or retrained and transferred to other Harmony operations, mainly Doornkop and Phakisa, in line with production build-up at those operations. The decision to halt mining in the sub-shaft was vindicated by a 70% improvement in recovered grade in the second quarter of fiscal 2012. Production was severely curtailed in the third quarter, after the DMR imposed a section 54 stoppage (following a fatality) that covered West shaft, Bambanani, Steyn 2 and Unisel as one general manager is responsible for all these operations. The stoppage equated to 45 lost shaft days.

Bambanani is on track to mine the shaft pillar for around eight years from 2013, improving both the productivity and profitability of this mine. Steyn 2 shaft has commenced with the removal of its shaft pillar and is planning to complete this within the next 18 months. The ore from both of these shaft pillar extractions is going to be hoisted at West shaft, which is being re- commissioned for this purpose. The focus on standards and procedures is ongoing as preparations to mine the shaft pillar near completion. The shaft pillar is being established through up-dips to start breast-panel mining in the new financial year. Backfill will be in place in the pillar to mitigate seismic events, with support in the face area enhanced by in-stope steel netting. A detailed seismic risk assessment was completed for the shaft pillar by the Institute of Mine Seismology of Stellenbosch, and some re-design work is under way to further mitigate identified risks. Bambanani and Steyn 2 will become a single operation shortly, when the barrel of Steyn 2 is closed and all services routed through Bambanani/West shaft. Reef development has been halted, in line with the mine plan, and capital metres are slowing with completion scheduled for October 2012 (Bambanani only).

During fiscal 2012, Bambanani accounted for 3% (7% in 2011 and 9% in 2010) of our total gold production.

Safety: Regrettably one fatality occurred at Bambanani during fiscal 2012 (2011: three) and the lost time injury frequency rate (“LTIFR”) was reported as 8.51 per million hours worked (2011: 10.74). This is an unsatisfactory performance and more work is being done to improve safety behavior. Bambanani recorded 1.5 million fall-of-ground fatality-free shifts towards the end of the year, and received seventh place for year-on-year improvement in LTIFR in the MineSafe competition.

Plants: The ore from Bambanani, along with ore from Tshepong, Masimong and Phakisa, is sent to Harmony 1 Plant for processing. This plant, which processes underground ore, waste rock and various surface accumulations, was commissioned in 1986 and is a conventional CIP plant processing ore that has been milled by fully-autogenous grinding. Gold is recovered from the eluate solution using zinc precipitation and a precoat vacuum filter. The precipitate recovered from the filter is calcined and smelted to bullion.

- 33 -

The following table sets forth processing capacity and average tons milled during the fiscal 2012 for the Harmony 1 Plant:

Plant	Processing Capacity		Average Milled for the Fiscal Year Ended June 30, 2012
	(tons/month)		(tons/month)
Harmony 1		390,000		371,953

In fiscal 2012, Harmony 1 Plant recovered approximately 95.62% of the gold contained in the ore delivered for processing.

Production analysis:

	Fiscal Year Ended June 30,
Bambanani	2012			2011		2010
Production
Tons (‘000)		217			470		582
Recovered grade (ounces/ton)(1)		0.198			0.203		0.227
Gold produced (ounces)(1)		44,174			98,092		133,007
Gold sold (ounces)(1)		43,982			99,443		134,165
Results of operations ($)
Product sales (‘000)		70,748			131,753		146,971
Cash cost (‘000)		76,911			118,442		98,289
Cash profit (‘000)		(6,163	)		13,311		48,682
Cash costs
Per ounce of gold ($)		1,787			1,247		723
Capex (‘000) ($)		34,255			45,884		27,300

⁽¹⁾ During fiscal 2012, 1,157 (2011: 2,894, 2010: 1,061) ounces were produced by Steyn 2 prior to it being considered to be in production. The revenue has been credited against capital expenditure as the shaft was not in production yet. The cost of these ounces has not been included in the cash cost per ounce amount. The calculation of grade also excludes these ounces.

Tons milled from Bambanani decreased from 582,000 in fiscal 2010 to 470,000 in fiscal 2011. Ounces produced were 98,092 in fiscal 2011 compared with 133,007 in fiscal 2010. Grade decreased by 11% to 0.203 ounces per ton in fiscal 2011, which together with the production constraints during the first half of the year and the cessation of mining on the remnant pillars contributed to the lower production.

Cash costs per ounce for Bambanani were US$1,247 in fiscal 2011, compared with US$723 in fiscal 2010. The costs per ounce increased by 72% in fiscal 2011 compared with fiscal 2010. This was mainly due to a 26% increase in the cost of electricity, which now constitutes 28% of the total operational cost. Also contributing was an increase in labor cost, which reflects the annual salary increases of 7.5% as well as an increase in the average staff complement of 278.

Tons milled from Bambanani decreased to 217,000 in fiscal 2012 compared with 470,000 in fiscal 2011. Ounces produced were 44,174 in fiscal 2012 compared with 98,092 in fiscal 2011. Production was affected by major restructuring at Bambanani as the lower section of the mine was closed; mining will be focused on the upper pillar.

Cash costs per ounce for Bambanani were US$1,787 in fiscal 2012, compared with US$1,247 in fiscal 2011. The costs per ounce increased by 43% in fiscal 2012 compared with fiscal 2011. This was due to an increase in labor cost, which reflects the annual salary increases of 7.5%, electrical increases and the drop in production.

The rock hoisting capacity at Bambanani is 120,000 tons per month. The average tons milled in fiscal 2012 were 18,083 tons per month, compared with 39,200 tons per month for fiscal 2011.

Assuming no additional reserves are identified, at expected production levels, it is foreseen that the reported proven and probable mineral reserves of 2.6 million tons (1.0 million ounces) will be sufficient for Bambanani to maintain underground production until approximately 2020. Any future changes to the assumptions upon which the mineral reserves are based, as well as any unforeseen events affecting production levels, could have a material effect on the expected period of future operations.

Capital Expenditure: Bambanani incurred approximately R266 million (US$34.2 million) in capital expenditure in fiscal 2012, primarily to extract the shaft pillar and to equip the Steyn operations (R32.9 million (US$4.2 million). We budgeted R149 million (US$18.1 million) for capital expenditure in fiscal 2013, primarily for the access development for the shaft pillar extraction and the Steyn operations (R128 million (US$15.6 million)).

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Doornkop

Introduction: Doornkop is located in the Gauteng Province of South Africa, approximately thirty kilometers west of Johannesburg. The operation is owned by Randfontein Estates Limited (“REL”). Doornkop currently operates under its own mining authorization of 2,941 hectares. Production is treated at the Doornkop plant.

History: Harmony acquired this operation when it took over Randfontein in 2000.

Geology: These operations are situated in the West Rand Goldfield of the Witwatersrand Basin, the structure of which is dominated by the Witpoortjie and Panvlakte Horst blocks, which are superimposed over broad folding associated with the southeast plunging West Rand Syncline.

The Doornkop operation lease area is bounded by and lies to the south-east of the major north-easterly striking Roodepoort Fault, which dips to the south and constitutes the southern edge of the Witpoortjie Horst Block or Gap. This Horst Block is comprised of the stratigraphically older sediments of the West Rand Group, the overlying Central Rand Group sediments having been removed by erosion. A number of other faults, forming part of and lying southeast of the Roodepoort Fault, including the Saxon Fault, also constitute conspicuous structural breaks. A second major fault, the Doornkop Fault, which trends in an east west direction, occurs towards the southern portion of the lease area. This fault dips to the south and has an up-throw to the north. Nearly the entire upper Witwatersrand section is present in the lease area and therefore all the major zones are present, though due to the distance of the area from the fan head, the number of economic bands and their payability is limited. Eight of the well-known reefs are present in the area, but only the Kimberley Reef and South Reef are considered viable at this stage. The resource is concentrated in the Kimberley and South Reefs. The Kimberley Reef is contained in the Vlakfontein Member of the Westonaria Formation. This reef, also known as the K9 Reef horizon, rests on an unconformity and is a complex multi-pulse conglomerate, which can be separated into four facies or cycles. All four cycles consist on average of an upper conglomerate and a lower quartzite. The characteristics of every cycle are area-dependent and the grades are variable within each cycle. The South Reef is approximately 900 meters below the current Kimberley Reef mining, and between 7.5 and 60 meters above the Main Reef horizon. The hanging wall to the South Reef consists of siliceous quartzites with non-persistent bands of “blue-shot” grit and thin argillite partings. The footwall to the South Reef is a light colored and fairly siliceous quartzite. Secondary conglomerate bands and stringers in the hanging wall and footwall of the South Reef may contain sporadic gold values. The general strike of the reef is east-west, with a dip from 10 to 20 degrees. The orebody at Doornkop has a strike length of 4km and a width of 4km from west to east.

During fiscal 2011, the gathering of additional geological information from on-reef development and exploration drilling on the South Reef resulted in an increase in confidence to successfully build up maximum production. The geological, depositional, facies & evaluation models receive regular attention and are being expanded as the new data becomes available. A 3-D geological model was developed for the mine. This model incorporates the Kimberley, South & Main Reefs.

Mining Operations: These operations are subject to the underground mining risks detailed in the Risk Factors section.

Doornkop uses both mechanized bord-and-pillar and narrow-reef conventional mining. Due to the shallow to moderate depths of the operations, seismicity and high rock stress related problems are infrequent. There is a risk of subterranean water and/or gas intersections in some areas of the mines. However, this risk is mitigated by active and continuous management and monitoring, which includes the drilling of boreholes in advance of faces. Where water and/or gas are indicated in the drilling, appropriate preventative action is taken.

The Doornkop South Reef Project was announced on January 22, 2003. The project involved the deepening of the Doornkop main shaft to 1,973 meters to access the South Reef between 1,650 and 2,000 meters below surface, and includes development towards these mining areas. The estimated final capital cost is R1,811 million (US$239.9 million) with R1,701 million (US$225.3 million) spent as at June 30, 2012.

The improvement in year-on-year production at Doornkop reflects mainly the production build-up on the South Reef. The transfer of an additional six production crews from the Bambanani closed shaft during the first quarter of fiscal 2012 supported build-up on the South Reef and preserved the jobs of employees affected by restructuring.

Tons mined from the South Reef areas accounted for 62% of total tons mined in fiscal 2012 — up from 58% the year before — while the contribution from the Kimberley Reef declined from 42% to 38%. Overall results were affected by shaft stoppages related to two fatalities and a planned infrastructure stoppage in the third quarter. The planned stoppage related to commissioning challenges faced by newly-built operations. A project to optimize equipment availability and beneficiation processes in the plant was launched in mid-2011. The project is focused on installing or replacing equipment to minimize downtime in the plant and optimize gold recovery. A second phase of plant upgrading to further enhance plant efficiencies will follow completion of phase one.

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In addition, testing and commissioning of the shaft headgear change-over were successfully completed during fiscal 2012. The raise-bore drilling for the 6.1m diameter hole between 106 level and 192 level started during fiscal 2012, with 633m drilled by June 2012. Pilot drilling is planned to be completed during the first quarter of fiscal 2013, and reaming started in September 2012. A drive to further develop safety on railbound equipment continued during fiscal 2012. Going forward focus will be on the installation of the skip arrestors on the rock winder as well as work on the spillage arrangement on 212 level. As part of this project a 340m decline was developed during the third quarter of 2012.

Development meters decreased by 13% or 1,622 meters from the previous year, primarily due to the three months affected by the safety stoppages and the planned stoppage to complete the shaft bottom spillage arrangement. As more mining takes place on the South Reef, the level of confidence on the geology of this reef improves. Few surprises were encountered during the year in terms of geology. The exploration program to further improve confidence will continue. The conversion of the South Reef resource to reserves continued, with an increase of 227,400 ounces of gold (42%) and 962,612 tons (27%).

During fiscal 2012, Doornkop accounted for 8% (6% in 2011 and 5% in 2010) of our total gold production.

Safety: The safety record at Doornkop during fiscal 2012 was as follows: LTIFR improved to 6.38 (2011: 8.04) per million hours worked. There were two fatalities at Doornkop during fiscal 2012 (2011: none). Prior to the fatal accidents, the mine achieved 1.7 million fatality-free shifts and 5 million fall-of-ground/fatality-free shifts during the year. The mine achieved five million fall-of-ground fatality-free shifts during the year. The increased focus on safety has streamlined procedures and improved training, maintenance and behaviour. Doornkop was awarded fourth place in the MineSafe competition for its year-on-year improvement in LTIFR.

Plants: The processing facilities presently comprise one operating plant, the Doornkop metallurgical plant. The Doornkop metallurgical plant, commissioned in 1985, is a conventional CIP plant, which was used to treat waste rock and other surface accumulations. It is now treating all ore from underground mining at the Doornkop and some of the ore from Gold One’s Cooke operations. The plant is serviced by a surface rail network from the Cooke shafts and by a conveyor belt configuration system from Doornkop shaft.

The following table sets forth processing capacity and average tons milled during fiscal 2012 for the Doornkop plant:

Plant	Processing Capacity		Average Milled for the Fiscal Year Ended June 30, 2012
	(tons/month)		(tons/month)
Doornkop		242,500		155,135

In fiscal 2012, the Doornkop plant recovered approximately 94.38% of the gold contained in the ore delivered for processing. During fiscal 2010 a split-stream configuration that isolates the Doornkop ore from the ore from Rand Uranium (Proprietary) Limited (“Rand Uranium”) which is treated in terms of a toll agreement, was adopted to improve the accuracy of gold accounting to the respective companies.

Production analysis:

	Fiscal Year Ended June 30,
Doornkop	2012		2011		2010
Production
Tons (‘000)		1,023		792		595
Recovered grade (ounces/ton)		0.097		0.102		0.105
Gold produced (ounces)		98,863		80,763		62,694
Gold Sold (ounces)		98,027		81,149		62,275
Results of operations ($)
Product sales (‘000)		165,271		111,759		68,169
Cash cost (‘000)		111,016		85,999		54,042
Cash profit (‘000)		54,255		25,760		14,127
Cash costs
Per ounce of gold ($)		1,142		1,054		822
Capex (‘000) ($)		37,813		41,782		45,097

Tons milled from Doornkop were 792,000 in fiscal 2011, compared with 595,000 in fiscal 2010. This was due to the production build-up in the South Reef and the introduction of new trackless machinery on the Kimberley Reef during the year and the introduction of new trackless machinery on the Kimberley Reef during the year. Recovered grade deteriorated slightly from 0.105 ounces per ton in fiscal 2010 to 0.102 in fiscal 2011. This was due to the decrease of the grade in the South Reef, which was

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offset by the increase in grade recovered from the Kimberley Reef. Ounces produced increased from 62,694 in fiscal 2010 to 80,763 in fiscal 2011, reflecting the production build-up of the South Reef.

Production from trackless areas in the Kimberley Reef section will continue through the build-up phase of mining from the South Reef project areas.

Revenue received increased from US$68.2 million in fiscal 2010 to US$111.8 million in fiscal 2011 as a result of the increase in ounces produced and the higher gold price received. Cash costs per ounce were 28% higher at US$1,054/oz, mainly due to the increase in production. Also contributing was the annual increase in labor rates of 7.5% and the 25% increase in electricity costs.

Tons milled from Doornkop were 1,023,000 in fiscal 2012, compared with 792,000 in fiscal 2011. This was mainly due to production build-up in the South Reef. South Reef areas accounted for 62% of total tons mined in fiscal 2012; up from 58% in fiscal 2011. The results were affected by safety-related stoppages after two fatalities in January 2012 and a management decision to upgrade infrastructure on the higher-grade South Reef. Recovered grade deteriorated slightly from 0.102 ounces per ton in fiscal 2011 to 0.097 in fiscal 2012. This was due to the decrease of the grade in the South Reef areas and the Kimberley reef areas. Management remains confident of the geology and grade available in the South Reef. Ounces produced increased from 80,763 in fiscal 2011 to 98,863 in fiscal 2012, reflecting the production build-up of the South Reef.

Revenue received increased from US$111.8 million in fiscal 2011 to US$165.2 million in fiscal 2012 as a result of the increase in ounces produced and the higher gold price received. Cash costs per ounce were 8% higher at US$1,142/oz, mainly due to the increase in production. Contributing factors were the annual increase in labor rates of 9.2% and the 16% increase in electricity costs.

The hoisting capacity of the Doornkop shaft is 185,000 tons per month. The average tons milled in fiscal 2012 were 85,000 tons per month.

On a simplistic basis, assuming no additional resources are identified, at expected production levels, it is foreseen that: the reported proven and probable mineral reserve of 10.3 million tons (1.1 million ounces) will be sufficient for the Doornkop shaft to maintain production until approximately fiscal 2027.

Capital Expenditure: Harmony incurred R294 million (US$37.8 million) in capital expenditure in fiscal 2012 at Doornkop, primarily for the South Reef project (32%) and ongoing capital development (46%). The planned capital expenditure for fiscal 2013 is R279 million (US$34.0 million) for the Doornkop South Reef project and ongoing capital development.

Joel

Introduction: Joel is located in the Free State province, on the south-western edge of the Witwatersrand basin. The mine comprises of two shafts, North and South shafts. Previously ore mined at Joel was transported to Central Plant, 38 kilometers away, for processing, but since the re-commissioning of the Joel plant in November 2009, the ore is now processed on site.

History: Joel was purchased from a subsidiary of AngloGold at the same time as the rest of the Freegold assets in January 2002.

Geology: The main structures on Joel Mine are associated with the Platberg Extensional event, which formed the De Bron and associated faults. These faults are north South striking, steeply dipping and typically have downthrows to the east in the order of 10 to 100m. These form a graben against the De Bron Fault, which has a 450m up throw to the east. East of the De Bron Fault the reef has been truncated/eroded against the Karoo.

The complex nature of the reef, with multiple pulses of detrital influx and scouring non-deposition on paleotopographic highs and the mixing between the Beatrix, Beatrix-VS5 Composite Reef and Beatrix-VS5-Aandenk, has resulted in a highly irregular distribution of gold throughout the mining area. There are broad low and high-grade zones on the scale of hundreds of metres, which are considered likely to be repeated within the reef environment beyond the limits of the current development, however, the detailed grade distribution within these zones remains very unpredictable.

For the purposes of resource estimation, a detailed facies model is used and is based on detailed sedimentological observations and absence of well-mineralized reef at paleo-topographic highs.

Mining operations: These operations are subject to the underground mining risks detailed in the Risk Factors section. The management teams regularly revisit their mining strategy and management procedures in order to minimize risks.

Scattered mining takes place on the Beatrix Reef, down to a depth of some 1,400 meters. Upgrading of the infrastructure at North Shaft is currently in progress.

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While production at Joel has progressively moved to the deeper portions of the mine, some 1,400 meters below surface, the North Shaft, which accesses these areas, was never fully equipped for this and adjustments to the shaft spillage arrangements are now being made retrospectively. The modifications being made include:

• changing the winder from sinking to production mode;

• installing larger skips;

• ensuring that emergency egress is available;

• raise boring the lift shaft from 121 to 129 level; and

• improving cleaning arrangements at the shaft bottom.

After excessive spillage at the bottom of North shaft at the end of fiscal 2010, which cost Joel 43 production days in the first quarter of fiscal 2011, the shaft bottom rehabilitation process was completed in 50 days (rather than the planned 59 days) with production resuming in September 2010. A permanent spillage arrangement (spillage skip) was installed by December 2010.

Performance was hampered mid-year as the higher grades on 129 level could not be accessed until the lift shaft was commissioned. The lift shaft is an integral part of the logistics of mining at Joel, and was only equipped to 121 level. To facilitate future production for mining below 121 level, we decided to ream and equip the lift shaft to 129 level. A sub-level was developed on 121 level for access to the conveyance only, giving us time to equip the raise bore shaft to 129 level. Equipping of the lift shaft was completed at the end of June 2011.

The mining support design has changed with the shaft changing from shallow to intermediate depth. This will impact on the face advance as well as the costs per square meter. The face time and tramming time decreased in fiscal 2012 with the completion of the lift shaft and mining raises being concentrated closer to the lift shaft. The effect of the changes can be seen in the increase in production results year on year. The advantages have been seen following the completion of the lift shaft. Due to the mine now being classified as an intermediate depth mine, the support type and pattern has changed to pack support and we also have to carry sidings on all panels on and below 129 level.

To ensure production targets are met, plans are in place to ensure the operability of North shaft through a planned maintenance program to minimize breakdowns, maintain blast advances and assess the feasibility of mining below 129 level. Supported by a successful drilling program in 2009 and pre-feasibility study in 2010, a feasibility study on possible mining of 137 level and testing the upside potential of 145 level was completed by the end of the fiscal 2011.

Exceptional production in the first half of fiscal 2012 and sharply higher recovered grades were offset by challenges in the third quarter, including a mud rush in January 2012 which halted production in the development section for five days, a 14-day stoppage in February for unplanned rope guide repairs which locked up ore tonnage underground, and a one-day industry (Cosatu) strike in March 2012.

Grade improved by 34%, with a 37% increase in volumes milled to 557,000 tonnes in fiscal 2012. This resulted in an overall increase of 84% in gold produced to 2,663kg (85,618oz), despite the stoppages noted earlier.

Production at Joel is progressively moving to deeper portions of the mine, some 1,400 metres below surface. Access to these areas is via North shaft, which was never fully equipped for this purpose and required retrospective adjustments to shaft spillage arrangements. In fiscal 2011, these included changing the winder from sinking to production mode, installing larger skips, ensuring emergency egress was available, raise boring the lift shaft from 121 to 129 level, and improving cleaning arrangements at the shaft bottom.

During fiscal 2012, the decline project (to 137 level) started well, reflecting good progress with development metres. Managing the shaft and project schedules is critical for Joel, given its limited shaft flexibility.

By the end of fiscal 2011, Joel’s lift shaft – an integral part of the logistics of mining at this deep mine – was equipped down to 129 level from 121 level. This has provided access to the higher grades at deeper levels. In addition, mining support design was altered with the shaft changing from shallow to intermediate depth. This will impact on the face advance as well as costs per square metre. The benefits of these changes were evident in the first half when Joel recorded the lowest cash operating costs in the Company.

To ensure production targets are met, plans are in place to ensure the operability of North shaft through a planned maintenance program to minimize breakdowns, maintain blast advances and assess the feasibility of mining below 129 level. Supported by a successful drilling program in 2009 and pre-feasibility study in 2010, a feasibility study on mining 137 level and testing the upside potential of 145 level was completed by the end of the review period. The project was approved and began in the last quarter of fiscal 2012.

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During fiscal 2012, Joel accounted for 7% of our total gold production (4% in fiscal 2011 and 5% in fiscal 2010).

Safety: Safety at Joel improved during fiscal 2012 with no fatalities (2011: one) and the LTIFR at Joel improved from 2.05 in fiscal 2011 to 1.77 per million hours worked in fiscal 2012. Joel plant achieved one full year without any lost time or reportable injuries.

Plants: The Joel plant is a hybrid CIP/CIL plant and was commissioned in 1987. During fiscal 2005, it was decided to close the Joel Plant and place the plant under care and maintenance. Joel Plant was re-commissioned in November 2009 and during fiscal 2012 the plant processed an average of 46,837 tons per month with two mills. This comprised 100% reef. The current monthly capacity is 80,000 tons of rock.

The following table sets forth processing capacity and average tons milled during fiscal 2012 for the operating plant:

Plant	Processing Capacity		Average Milled for the Fiscal Year Ended June 30, 2012
	(tons/month)		(tons/month)
Joel		80,000		46,837

In fiscal 2012, the Joel Plant operations recovered approximately 94.67% of the gold ore delivered for processing.

Production analysis:

	Fiscal Year Ended June 30,
Joel	2012		2011		2010
Production
Tons (‘000)		614		448		484
Recovered grade (ounces/ton)		0.139		0.104		0.133
Gold produced (ounces)		85,618		46,586		64,495
Gold Sold (ounces)		86,132		46,618		63,788
Results of operations ($)
Product sales (‘000)		144,750		64,928		69,150
Cash cost (‘000)		72,798		59,690		50,017
Cash profit (‘000)		71,952		5,238		19,133
Cash costs
Per ounce of gold ($)		836		1,297		792
Capex (‘000) ($)		10,822		10,461		11,587

Tons decreased from 484,000 in fiscal 2010 to 448,000 in fiscal 2011. Grade decreased by 22% to 0.104 ounces per ton and ounces produced decreased from 64,495 to 46,586 in fiscal 2011. The decreases in production were as a result of the shaft stoppage in July and August 2010 and the process of equipping the lift shaft, which was completed by the end of fiscal 2011.

Revenue decreased by 6% to US$64.9 million in fiscal 2011, despite the increase in the gold price year on year. Cash costs per ounce increased by 64% in fiscal 2011, primarily as a result of the decrease in ounce produced. Also contributing was the increase in electricity tariffs of 25%.

Tons increased from 448,000 in fiscal 2011 to 614,000 in fiscal 2012. Grade increased by 34% to 0.139 ounces per ton and ounces produced increased from 46,586 in fiscal 2011 to 85,618 in fiscal 2012.

Revenue increased by 123% to US$144.8 million in fiscal 2012, due to an increase in production performance and gold price year on year. Cash costs per ounce decreased by 36% in fiscal 2012, primarily as a result of the increase in ounce produced.

The rock hoisting capacity at Joel is 50,000 tons per month. The average tons milled in fiscal 2012 was 46,837 tons per month.

Assuming no additional reserves are identified, at expected production levels, it is foreseen that the reported proven and probable mineral reserves of 6.4 million tons (1.0 million ounces) will be sufficient for Joel to maintain underground production until approximately 2023/24. Any future changes to the assumptions upon which the mineral reserves are based, as well as any unforeseen events affecting production levels, could have a material effect on the expected period of future operations.

Capital Expenditure: We incurred R84 million (US$10.8 million) in capital expenditures at Joel in fiscal 2012. This was mainly on ongoing capital requirements (R38.6 million (US$4.9 million)), the start-up of the 137 Decline Project (R21.6 million (US$2.78 million)) and shaft capital (R6.6 million (US$0.8 million)). Capital budgeted for fiscal 2013 is R135.8 million (US$16.5

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million), primarily for ongoing capital development and Project Capital, which comprises the deepening from 129 level to 137 level.

Kusasalethu

Introduction: Kusasalethu is located near Carletonville on the Gauteng/North West border in South Africa. The assets and associated liabilities were purchased during fiscal 2001 for approximately R1 billion (US$128.4 million) from Anglogold. Ore from the operation is treated at the Kusasalethu plant.

History: Gold mining began at Kusasalethu in 1978 following approval of the project in 1974 by Elandsrand Gold Mining Company. Two surface shafts and two adjoining sub-vertical shafts were sunk at Elandsrand. The sub-vertical shafts at Elandsrand, which accessed the deeper part of the VCR reef in the lease area, were completed in 1984. The deepening of the sub-vertical shafts to approximately 3,600 meters below surface has been completed after the deepening project was commissioned in 1991. Activities are currently focused on accessing and opening up areas of the new mine and on the development and construction of support infrastructure.

Geology: At Kusasalethu we primarily exploit the Ventersdorp Contact Reef, or VCR and the Elsburg Reef. Only the VCR is economic to mine and has been mined at depths below surface between 1,600 and 3,300 meters at the Kusasalethu operations. The VCR consists of a narrow (20 centimeters to 2 meters) tabular orebody of quartz pebble conglomerates hosting gold, with extreme lateral continuity. The VCR strikes east-northeast and has a regional dip of 21 degrees to the south-southeast. Local variations in dip are largely due to the terrace-and-slope palaeotopography surface developed during VCR deposition.

Mining Operations: The Kusasalethu mine is subject to the underground mining risks detailed in the Risk Factors section.

The Kusasalethu mine has the challenge of developing a new mine underneath the original mine after the shaft was deepened to access the deeper part of the VCR orebody. The operation is still hampered by the lack of flexibility, an issue that will be addressed by the full commissioning of the new mine. Due to the operating depths of the Kusasalethu underground operations, seismicity and high rock stress are significant risks at the mine. Steps were taken during fiscal 2012 to improve the quality of the pre-conditioning at the stope face and seismic management systems so as to reduce the possibility of face ejection during small, volatile seismic events.

The largely completed deepening project has extended the sub-vertical shafts, accessing the Ventersdorp Contact Reef up to 3,276 meters below collar. Remaining project work is focused on extending the service shaft to 113 level. Completion of the refrigeration complex at 100 level occurred in October 2011, 109 and 113 Mini Fridge Plants are currently operational, and commissioning the 92 level turbine complex has been started during the September 2012 quarter.

Dewatering from Deelkraal on 98 level is currently in progress and dewatering on 102 level will commence during April 2013. Commissioning of 109 and 113 levels BACs will be complete by November 2012. The second escape from 115 to 75 level is in progress, with completion scheduled for March 2013. Sinking was completed to 113 level from 109 level during the year.

In terms of grades, Kusasalethu has now reached an area of localized enrichment although the higher grade was diluted by waste being hoisted with reef and delivered to the plant. A decision to rehabilitate the shaft orepass system after major scaling took place inside these excavations resulted in only one orepass system being available for production. Estimates are that the rehabilitation work will take around four years to complete.

The sub-station for the 100-level refrigeration complex and 98-level complex was commissioned early in the year, and mechanical construction work on the refrigeration plants was completed by year end. Sinking was completed to 113 level from 109 level during the year. The mechanical installation of the turbine on 92 level was completed in March 2011.

Other engineering initiatives include greater use of thermal scanning to detect potential ‘hot connections’ on electrical panels, protection relays to prevent power outages and a central monitoring system for all pumps. Rotational dam cleaning has eliminated the risk of silting, which has compromised dam capacity in the past and constrained pumping. Additional instrumentation has been installed on all large dams to monitor their levels and prevent mud from being drawn into the valves, causing production delays.

These and other initiatives are expected to improve productivity. Currently, 71% of production at Kusasalethu is from production areas below 100 level (the new mine expansion project) and 29% from production areas in the old mine, above 100 level.

In fiscal 2012, our Kusasalethu operations accounted for approximately 14% (14% in 2011 and 12% in 2010) of our total gold production.

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Safety: The focus on safety at Kusasalethu continued through the Qhapelangozi campaign. The LTIFR improved from 7.74 per million hours worked in fiscal 2011 to 5.57 per million hours worked in fiscal 2012. Regrettably there were four fatalities in fiscal 2012 (2011: two). Kusasalethu achieved over 2.5 million fall-of-ground fatality-free shifts and third place in the MineSafe competition for improved LTIFR. A continuous drive to entrench the mine’s value system and non-negotiable standards in different disciplines is evident in improved physical conditions.

A new auditing system was successfully introduced, encompassing joint visits to worksites by all service departments, with feedback to relevant supervisory personnel. Pre-planning sessions, including both stoping and development, have been escalated to senior level, with all department heads attending.

Seismicity remains a risk on Kusasalethu and the mine introduced in-stope netting through the Chamber of Mines MOSH initiative to reduce fall of ground injuries. All stope panels on Kusasalethu are equipped with in-stope netting and bolting. The focus on proper pre-conditioning of all stope panels will remain.

Plants: Commissioned in 1978, the Kusasalethu Plant consist of milling in closed circuit with primary and secondary hydrocyclones, thickening and cyanide leaching in a CIP pump cell carousel circuit. The CIP was commissioned after an upgrade of the facility in 1999. Ore from Kusasalethu underground operations is delivered to the plant for treatment via conveyor belt after being hoisted from underground. Loaded carbon from the Kusasalethu Plant is transported by road to the Kinross Plant for elution, electro-winning and smelting to produce gold. Residues from the CIP are pumped either to a backfill plant or directly to the tailings facility.

The following table sets forth processing capacity and average tons milled during fiscal 2012 for the plant:

Plant	Processing Capacity			Average Milled for the Fiscal Year Ended June 30, 2012
	(tons/month)			(tons/month)
Kusasalethu Plant		203,925	(1)		100,323

⁽¹⁾ Processing capacity will reach its optimal capacity upon completion of the Kusasalethu New Mine Project.

In fiscal 2012, the Kusasalethu Plant recovered approximately 96.0% of the gold contained in the ore delivered for processing.

Production analysis:

	Fiscal Year Ended June 30,
Kusasalethu	2012		2011		2010
Production
Tons (‘000)		1,320		1,212		1,141
Recovered grade (ounces/ton)		0.137		0.149		0.153
Gold produced (ounces)		181,105		180,334		175,029
Gold Sold (ounces)		178,726		185,510		168,244
Results of operations ($)
Product sales (‘000)		298,671		253,812		183,603
Cash cost (‘000)		185,254		189,090		143,985
Cash profit (‘000)		113,417		64,722		39,618
Cash costs
Per ounce of gold ($)		1,046		1,008		857
Capex (‘000) ($)		53,486		54,335		56,687

Tons milled from Kusasalethu increased from 1,141,000 in fiscal 2010 to 1,212,000 in fiscal 2011. Ounces produced increased by 3% in fiscal 2011 to 180,344, despite a 3% decline in recovered grade. The increases in production reflects the build-up of the new mine, although the planned build-up was hampered by the accident which damaged the hoisting shaft.

Revenue was 38% higher at US$253.8 million in fiscal 2011, mainly due to the higher average gold price and the increase in ounces sold. Cash costs per ounce increased by 18% to US$1,008/oz as a result of the annual labor increases of 7.5% and the 25% increase in the electricity tariffs.

Tons milled from Kusasalethu were 1,320,000 in fiscal 2012, compared with 1,212,000 in fiscal 2011. Ounces produced increased to 181,105 in fiscal 2012, compared with 180,344 in fiscal 2011 as a result of increased volumes in production. Mining continues in the old, upper areas of the mine, while the new mine project is completed. Recovered grades decreased during fiscal

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2012, resulting in an average of 0.137 ounces per ton in fiscal 2012, compared to the average of 0.149 ounces per ton in fiscal 2011.

Revenue was 18% higher at US$298.7 million in fiscal 2012, mainly due to the higher average gold price.

The increase in labor rates of 6.5% and the higher than normal electricity increases of 25% approved by NERSA were the main contributors to the increased cash cost. Electricity rates are expected to continue rising by an estimated 25% annually for the next two years. The increase in electricity costs, labor rates and inflation were the main contributors to the increase in cash cost from US$1,008 per ounce in fiscal 2011 to US$1,046 per ounce in fiscal 2012.

Kusasalethu has a hoisting capacity of 209,440 tons per month. The average tons milled in fiscal 2012 was 100,323 tons per month.

Assuming no additional reserves are identified, at expected production levels, it is foreseen that the reported proven and probable mineral reserves of 38.7 million tons, or 7.1 million ounces, will be sufficient for the Kusasalethu shaft to maintain underground production until approximately calendar year 2037. Any future changes to the assumptions upon which the mineral reserves are based, as well as any unforeseen events affecting production levels, could have a material effect on the expected period of future operations.

Capital Expenditure: Harmony incurred R415 million (US$53.4 million) in capital expenditure at the Kusasalethu operations in fiscal 2012, mainly for ongoing development (72%), equipment maintenance (16%) and development of the new mine (12%). Harmony budgeted R577.7 million (US$70.4 million), for capital expenditure at the Kusasalethu operations in fiscal 2013, primarily for ongoing development expenditure.

Masimong

Introduction: Masimong is located in the Free State province, near Riebeeckstad. The Masimong complex comprises an operating shaft - 5 shaft and 4 shaft which, although closed, is used for ventilation, pumping and as a second outlet. Mining is conducted at depths ranging from 1,518 meters to 2,142 meters. Ore is treated at the Harmony 1 Plant, approximately 23 kilometers away.

History: Masimong is located in the Free State Goldfield on the south-western edge of the Witwatersrand Basin. The Company purchased the Masimong complex (formerly known as Saaiplaas Shafts 4 and 5) during September 1998.

Geology: The operation exploits the Basal Reef, which varies from a single pebble lag to channels on more than 2m thick (although the thicker channels greater than 1m were only seen on Masimong 4 in the Steyn facies). It is commonly overlain by shale, which thickens northwards and completely disappears again north of the North dyke. Masimong is also mining secondary reefs, most notably the B Reef (140m above Basal). The B Reef is a highly channelized orebody. Within the channels, grades are excellent, but this falls away to nothing outside of the channels. Consequently, the operation has undertaken extensive exploration to locate these pay channels.

Mining Operations: The operations are subject to the underground mining risks detailed in the Risk Factors section. Due to the shallow to moderate depths of the underground operations, seismicity related problems are relatively infrequent. We regularly revisit our mining strategy and management procedures in connection with our efforts to mitigate risks of these problems. There is a risk of subterranean water and/or gas intersections in some areas of the mine. However, this risk is mitigated by active and continuous management and monitoring, which includes the drilling of boreholes in advance of faces. Where water and/or gas are indicated in the drilling, appropriate preventative action is taken.

Grade remains challenging on Masimong, due to the variability of the B Reef. Further difficulty was experienced with respect to grade in 2012, due to dilution of value due to waste development tons that needed to be hoisted with the reef as a result of problems with shaft infrastructure.

The infrastructural upgrade completed two years ago continues to support improved productivity, efficiencies and output, particularly in the call plant factor. Masimong’s historical ventilation issues have been addressed by changing the entire ventilation circuit from a booster to a conventional bottom level return airways system. A new refrigeration plant was installed by in December 2011.

Following the upgrade program, production face advances are planned to increase and every effort made to ensure that panels are well equipped and crews motivated. In addition, steps have been taken to overcome the erratic grade of the B Reef.

The mine received integrated ISO 14001, OHSAS 18 000 and ISO 9000 certification during the year.

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The project to convert Company hostels into quality family rental units was showcased during the year when the Masimong conversion was officially opened. This formed part of the municipal spatial development framework focused on urban renewal.

In fiscal 2012, Masimong accounted for approximately 8% (11% in fiscal 2011 and fiscal 2010) of our total gold production.

Safety: Masimong recorded a fatality-free year in fiscal 2012 (2011: one), reaching over one million fatality-free shifts by the end of fiscal 2012. The LTIFR declined slightly to 13.52 per million hours worked (2011: 13.13). Masimong also recorded more than 2 million fall-of-ground fatality-free shifts during the year.

Plants: The ore from the operation is sent to Harmony 1 Plant for processing. See Item 4. “Information of the Company — Business — Bambanani” for a discussion on the plant.

Production analysis:

	Fiscal Year Ended June 30,
Masimong Shaft Complex	2012		2011		2010
Production
Tons (‘000)		1,029		957		991
Recovered grade (ounces/ton)		0.101		0.144		0.157
Gold produced (ounces)		103,526		137,605		155,609
Gold sold (ounces)		102,978		139,437		153,937
Results of operations ($)
Product sales (‘000)		173,652		189,716		168,439
Cash cost (‘000)		108,583		108,172		92,571
Cash profit (‘000)		65,069		81,544		75,868
Cash costs
Per ounce of gold ($)		1,057		788		602
Capex (‘000) ($)		26,771		25,446		23,407

Tons milled decreased by 3% in fiscal 2011 to 957,000 tons. Recovered grade decreased in line with the mine plan to 0.144 ounces per ton. Ounces produced decreased by 12% to 137,605 in fiscal 2011.

Revenue increased from US$168.4 million in fiscal 2010 to US$189.7 million in fiscal 2011. This was due to the higher average gold price received. Cash costs per ounce increased by 31%, due to increases in labor costs (the annual labor rate increases of 7.5%) and the 25% increase in electricity tariffs.

Tons milled from Masimong increased by 8% to 1,029,000 in fiscal 2012, compared with 957,000 in fiscal 2011, and ounces produced were 103,526 in fiscal 2012, compared with 137,605 in fiscal 2011. Year-on-year gold production decreased due to a decrease in grade. The reduction in grade was due to damage to the reef pass system that resulted from wear and tear. Subsequently the reef and waste were transported through the existing waste pass system while re development of the reef system was done. This resulted in dilution of grade from underground.

Revenue decreased from US$189.7 million in fiscal 2011 to US$173.6 million in fiscal 2012. The decrease in recovered grade was the main contributor to the decrease in revenue; however, this was partially negated by an increase in the average gold price received. Cash costs per ounce increased by 34%. The increases in labor costs (the annual labor rate increases between 7.5%and 10%) and the 25% increase in electricity tariffs were negated by the 11% higher R/US$ exchange rate. Cash costs were US$108.5 million in fiscal 2012 compared with US$108.1million in fiscal 2011 with cash costs per ounce at US$1,057 in fiscal 2012 compared with US$788 in fiscal 2011. This increase in cash cost is mainly attributable to an 11% higher R/US$ exchange rate and annual cost increases. The biggest cost increase contributors were annual labor cost and electricity cost increases.

Recovered grade declined from 0.144 ounces per ton in fiscal 2011 to 0.101 ounces per ton in fiscal 2012.

Assuming no additional reserves are identified, at expected production levels, it is foreseen that the reported proven and probable mineral reserves of 7.6 million tons (1.1 million ounces) will be sufficient for the Masimong shaft complex to maintain underground production until approximately fiscal 2025. Any future changes to the assumptions upon which the reserves are based, as well as any unforeseen events affecting production levels, could have a material effect on the expected period of future operations.

Capital Expenditure: Masimong incurred approximately R208 million (US$26.8 million) in capital expenditures in fiscal 2012, largely spent on the refrigerator plant, Masimong 4 plug, OAN energy saving project, new inter-level ore pass system and the infrastructure upgrade. We have budgeted a total of R172 million (US$21.0 million) for capital expenditures at Masimong

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in fiscal 2013, primarily for ongoing capital development, a medical hub, overhead line between mm4#and mm5# and compressor move to mm.

Phakisa

Introduction: We acquired Phakisa when we, in January 2002, acquired the Freegold operations from Anglogold through a 50% joint venture with ARMGold. In September 2003, we acquired 100% of these operations when ARMGold became a wholly-owned subsidiary. The operation is located in the Free State province. Production from the operations is processed through Harmony 1 Plant.

History: Exploration, development and production history in the area of the Freegold assets dates from the early 1900’s, leading to commercial production by 1932. Subsequent consolidation and restructuring led to the formation of Free State Consolidated Gold Mine (Operations) Limited, which became a wholly-owned subsidiary of Anglogold in June 1998.

Geology: The operation is located in the Free State Goldfield, which is on the south-western edge of the Witwatersrand basin. The Goldfield is divided into two sections, cut by the north-south striking De Bron Fault. The Phakisa mine is located to the west of the De Bron Fault. Mining is conducted in the Basal Reef. The reefs generally dip towards the east.

Mining Operations: These operations are subject to the underground mining risks detailed in the Risk Factors section. The management teams regularly revisit their mining strategy and management procedures in order to minimize risks.

The mine received integrated ISO 14001, OHSAS 18000 and ISO 9000 certification during the year. Once the expansion project is complete, this mine will operate to a depth of some 2,400 metres with monthly capacity of 72,000 tonnes. Phakisa includes the Nyala shaft, five kilometres away, which is used to hoist rock and as a second escape route. The production build-up was affected by geological issues, illegal mining activities and down-time on the new infrastructure. Phakisa produces 1,700 tons of ice per day, resulting in water temperatures of <15°C which in turn improved both ventilation and productivity. This will drastically reduce the temperature as soon as the fridge plants are commissioned on 55 level at mid of October 2012. Decline sinking will commence in February 2013.

Since it is still a new mine, development at Phakisa is currently centered close to the shaft in the lower-grade areas. The major drive is on developing the area to the north to access higher-grade zones and move closer to the average reserve grade. Grades will improve further as development progresses towards the north and more reef is exposed in the major north-west to south-east trending Basal Reef payshoot.

During fiscal 2012, Phakisa accounted for 6% (4% in 2011 and 3% in 2010) of our total gold production.

Safety: The LTIFR for 2012 was 8.87 per million hours worked (2011: 10.27). There were no fatalities in fiscal 2012 (five in fiscal 2011). Phakisa also recorded 1.5 million fatality-free shifts in June 2012 and 1.5 million fall-of-ground fatality-free shifts towards the end of the year, as well as 2 million tramming fatality-free shifts in fiscal 2012. Notably, the strong improvement in safe use of rail-bound equipment reflects both internal initiatives and the mine’s success as an implementation site for the related MOSH initiativee. Management is also concentrating on reducing fall-of-ground incidents by implementing best-practice standards.

Plants: The ore from the operation is sent to Harmony 1 Plant for processing. See Item 4. “Information of the Company — Business — Bambanani” for a discussion on the plant.

	Fiscal Year Ended June 30,
Phakisa	2012		2011		2010
Production
Tons (‘000)		575		427		374
Recovered grade (ounces/ton)		0.142		0.133		0.118
Gold produced (ounces)		81,695		56,649		44,079
Gold sold (ounces)		81,276		57,227		44,496
Results of operations ($)
Product sales (‘000)		136,953		78,831		49,458
Cash cost (‘000)		103,338		67,658		43,040
Cash profit (‘000)		33,615		11,173		6,418
Cash costs
Per ounce of gold ($)		1,279		1,200		953
Capex (‘000)		38,925		52,866		64,106

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Tons milled in fiscal 2011 were 427,000, compared with 374,000 tons in fiscal 2010. Gold produced increased by 29% to 56,649 ounces in fiscal 2011. These increases reflect the production build-up at Phakisa. Recovered grade was 0.133 ounces per ton in fiscal 2011, compared with 0.118 in fiscal 2010.

Revenue was 59% higher at US$78.8 million in fiscal 2011 as a result of the higher average gold price received and the increase in production. Cash costs per ounce for Phakisa was US$1,200/oz in fiscal 2011, compared with US$953/oz in fiscal 2010. Costs increased as a result of the production build-up and the cost of employees transferred from closed shafts to Phakisa.

Tons milled increased from 427,000 tons in fiscal 2011 to 575,000 tons in fiscal 2012, with gold production increasing from 56,649 ounces to 81,695 ounces. This was as a result of the planned ramp up in production during the year. Grade was higher in fiscal 2012 at 0.142 ounces per ton, compared to 0.133 in fiscal 2011.

Cash costs per ounce for Phakisa were US$1,279 per ounce in fiscal 2012, compared with $1,200 per ounce in fiscal 2011. This increase is primarily attributable to the increase in tons mined, as well as the cost of employees transferred to Phakisa from shafts that were closed during fiscal 2011. Revenue was 74% higher at US$136.9 million in fiscal 2012 as a result of the higher average gold price received and the increase in production.

The expected capacity of Phakisa will be 72,000 reef tons per month. Phakisa has no rock hoisting facilities and all rock will be transported via a rail system on 55 level to the Nyala shaft for hoisting to surface. First production took place during September 2007, with a build up to full production expected by fiscal 2013.

On a simplistic basis reported proven and probable underground mineral reserves of 21.5 million tons (4.9 million ounces) will be sufficient for the Phakisa shaft to, once production commences, maintain production until approximately fiscal 2033. Any future changes to the assumptions upon which the reserves are based, as well as any unforeseen events affecting production levels, could have a material effect on the expected period of future operations.

Capital Expenditure: We incurred approximately R302 million (US$38.9 million) in capital expenditures at the Phakisa operations in the fiscal year ended June 30, 2012, mainly for the expansion project and ongoing development. We have budgeted R404 million (US$49.2 million) for capital expenditures in fiscal 2013, primarily for ongoing capital development and twin decline.

Target operation

Introduction: The Target operation consists of Target 1, Target 3 and Freddies 7 & 9 shafts. We acquired Target 1 when Avgold became a wholly-owned subsidiary in fiscal 2004. Target 3, previously Loraine 3, and Freddies 7 & 9 shafts were acquired from Pamodzi FS in February 2010. They have been incorporated into our Target operation. Target is situated near the town of Allanridge in the Free State Province, some 270 kilometers southwest of Johannesburg. Located on the northern limit of the Welkom Goldfields, the site is accessed via the R30 motorway situated between the towns of Bothaville and Welkom.

History: Target 1 was initially explored through surface drilling in the late 1980s with further exploration being undertaken from a 5.6 kilometers long decline, commenced in 1995, driven from 203L at Loraine No. 1 Shaft. A positive feasibility study into the development of a 105 ktpm operation was produced in May 1998 resulting in the decision to develop Target 1. A detailed mine design was produced in 2000 and the mine officially opened in May 2002. Upon closure of the Loraine mine in August 1998, the Loraine No. 1 and No. 2 Shafts were transferred to the Target mine, becoming Target No. 1 and No. 2 Shafts, respectively. No 5 Shaft being the up-cast Ventilation Shaft.

Numerous corporate actions since the 1940’s until the 1990’s saw the Loraine 3 and Freddies 7 & 9 shafts change ownership a number of times. Previous owners include the Free State Development and Investment Corporation, Johannesburg Consolidated Investment, Avgold and Anglogold. In 1998, PSGM was formed after purchasing Loraine 3 and Freddies 7 & 9 shafts from various individuals. During 2002, the mine was sold to Thistle Mining Inc, an international company with interests in the Philippines and South Africa. The mine struggled to make operational profits, and Thistle undertook a restructuring program in 2006, which together with an increase in the Rand gold price resulted in positive operational cash flows. In February 2008, PSGM was purchased by Pamodzi FS. The mine was operated from that time until March 2009, when Pamodzi FS was placed into liquidation.

Geology: The gold mineralization currently exploited by Target 1 is contained within a succession of Elsburg and Dreyerskuil quartz pebble conglomerate reefs hosted by the Van Heeverrust and Dreyerskuil Members of the Eldorado Formation, respectively. Additional mineral resources have been delineated in the Big Pebble Reefs of the Kimberley Formation but these are not planned to be exploited in the current life-of-mine plan.

The majority of the mineral reserves at Target 1 are contained within the Eldorado Fan, a structure with dimensions of some 135 meters vertically, 450 meters down-dip and 500 meters along strike. The Eldorado Fan is connected to the subsidiary

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Zuurbron Fan by a thinner and lower grade sequence of Elsburg Reefs termed the Interfan area. To the north of the Eldorado Fan, a number of fans have been intersected by surface drilling of which the Siberia and Mariasdal Fans are the most significant. These fans are subject to ongoing technical studies and do not form part of the current Target 1 life-of-mine mineral reserve.

A number of faults that displace the reefs of Target 1 have been identified, of which the most prominent are the north-south trending Eldorado Fault and the east-west trending Dam and Blast Faults. The Eldorado uplifts the more distal portions of the Elsburg and Dreyerskuil Reefs while the Blast Fault forms the northern border of Target 1.

Target North is sub-divided into the Paradise, Siberia and Mariasdal areas by the east-west trending Siberia and Mariasdal Faults. To the north of the Siberia Fault, the Eldorado Fault continues trending more to the northwest and an additional north-south trending fault, the Twin Fault has uplifted the distal portions of the reefs. North of the Mariasdal Fault, the reef horizons are at a depth greater than 2,500 meters below surface. Resources have been delineated on strike up to 15 kilometers north of Target 1 mine.

Approximately 40 kilometers north of Target 1, surface boreholes have intersected gold bearing reefs in the Oribi area close to the town of Bothaville. Resources have been delineated at Oribi on the VCR and Elsburg at depths of approximately 2,750 meters below surface.

At Target 3 Shaft there remains a mix of remnant ore blocks including shaft pillar blocks where scattered mining can be exploited, and a number of areas of virgin ground where conventional mining can take place, with the potential to exploit zone 3 in the Freddies 9 Shaft area.

The Target 3 Shaft ore body has characteristics that suit massive mining techniques in the Eldorados which enable design to be centered on a mechanized operation, utilizing employees from Target 1 skilled in this type of mining, to produce gold at low cash costs.

Mining operations: Target is subject to the risks associated with underground mining detailed in the Risk Factors section. The management teams regularly revisit their mining strategy and management procedures in order to minimize risks.

Mining operations at Target 1 comprise one primary underground mine commissioned in May 2002, making use of information systems and mechanization, combined with process-driven organizational design that relies on a multi-skilled workforce. The majority of the production is derived from mechanized mining; however, conventional stoping is still employed primarily to de-stress areas ahead of the mechanized mining.

Target 1 - After solid results in the first half, unscheduled maintenance on load-haul dumpers (“LHDs”) and dump trucks in the third quarter affected loading from the massive stopes. With ventilation and cooling issues resolved, all ten narrow-reef, conventional mining panels were in production during the review period, supported by a clean-mining initiative. Collectively, this has enabled Target 1 to perform consistently and manage its ore reserves better, which is crucial to the mine’s success.

Target 3 - Infrastructure improvements and shaft build-up continued during fiscal 2012. This included a new belt on 71 level to facilitate build-up of the sub-shaft on the higher grade Basal Reef. On the B-Reef, pre-development reef slushers are being used to identify high grade zones, similar to the approach employed by Masimong.

Although challenges remain in improving sub-shaft conditions, the new fridge plant has supported access to more panels in the sub-shaft, contributing in turn to higher grades. Mining on non-critical development ends was halted at the interim stage, improving the recovery grade. Higher grades are expected when volumes mined from the sub-shaft increase.

In fiscal 2012, Target’s operations accounted for 12% of our total gold production, compared to 10% in fiscal 2011 and 8% in fiscal 2010.

Safety: Reflecting the concerted effort in recent years to improve safety, Target recorded a second consecutive fatality-free year. In the final quarter of fiscal 2012, Target 1 achieved two consecutive accident-free months. The LTIFR improved 38% to 4.78 per million hours worked (2011: 7.71). In the final quarter of fiscal 2012, the Target plant reached 1,000 reportable injury-free days, while Target 1 achieved one million fatality-free shifts in February 2012. Target 1 and 3 combined both achieved one million fall-of-ground fatality-free shifts in fiscal 2012. The combined operation was awarded first place in the MineSafe competition for its year-on-year improvement in LTIFR.

Plants: Target Plant was commissioned in November 2001 and currently treats both underground ore and surface sources, which include both waste rock dump and plant clean up material. The process route comprise of a closed circuit SAG mill as well as a closed circuit ROM mill. Both these mills are in closed circuit with hydro-cyclones. The milling circuit is followed by thickening, cyanide leaching, CIP adsorption, elution, electro-winning, smelting and tailings disposal. Both the milling circuits are incorporated in the gravity concentration circuit and the concentrates from this circuit are processed via intensive cyanidation and electro-winning.

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The following table sets forth processing capacity and average tons milled during fiscal 2012:

Plant	Processing Capacity		Average Milled for the Fiscal Year Ended June 30, 2012
	(tons/month)		(tons/month)
Target Plant		105,000		101,148

In fiscal 2012, the Target Plant recovered approximately 95.33% of the gold contained in the ore delivered for processing.

Production analysis:

	Fiscal Year Ended June 30,
Target (includes Target 1 and 3)	2012		2011		2010
Production
Tons (‘000)		1,217		888		857
Recovered grade (ounces/ton)(1)		0.126		0.125		0.128
Gold produced (ounces)(1)		152,814		127,992		113,782
Gold sold (ounces)(1)		153,488		129,312		110,598
Results of operations ($)
Product sales (‘000)		257,197		154,483		115,772
Cash cost (‘000)		165,153		116,679		87,563
Cash profit (‘000)		92,044		37,804		28,209
Cash costs
Per ounce of gold ($)(1)		1,077		1,011		783
Capex (‘000) ($)		44,818		62,792		50,446

⁽¹⁾  During 2011, 17073 (2010: 3762) ounces were produced by Target 3 prior to it being considered to be in production. The revenue has been credited against capital expenditure for the period that the shaft was not in production. The costs and ounces were not used in the cash cost per ounce calculation. The ounces were also excluded from the grade calculation.

Ounces produced increased by 12% to 127,992 in fiscal 2011, primarily as a result of Target 3 increased production.

Revenue increased to US$154.5 million in fiscal 2011 as a result of the higher average gold price and the increase in ounces produced. Cash costs per ounce increased from US$783/oz in fiscal 2010 to US$1,011/oz in fiscal 2011. This was mainly due to the delayed start-up of the sub shaft at Target 3 and labor transfers earlier than planned from other Harmony operations to avoid retrenchments.

Tonnages milled from the Target 1 operations increased significantly from 888 in fiscal 2011 to 1,217 in fiscal 2012. Ounces produced increased by 19% to 152,814 in fiscal 2012, primarily as a result of Target 3 increased production.

Maintenance of the average mining grades, and continuing focus on clean-up and clean mining resulted in an improved recovery grade which increased marginally from 0.125 ounces per ton in fiscal 2011 to 0.126 ounces per ton in fiscal 2012.

Cash costs for Target were US$165.1 million in fiscal 2012, compared with US$116.6 million in fiscal 2011. This increase was primarily attributed to an increase in electricity costs, earlier than planned labour transfers to Target 3 from other Harmony operations to avoid retrenchments and increased maintenance costs on Target 1 due to unscheduled maintenance on LHDs and dump trucks. Cash costs per ounce were US$1,077 in fiscal 2012, compared with US$1,011in fiscal 2011. This increase was due to higher labor, electricity and maintenance costs.

Assuming no additional reserves are identified, at expected production levels and, at the current planned gold price, it is foreseen that the reported proven and probable mineral reserves of 17.6 million tons (2.8 million ounces) will be sufficient for Target to maintain underground production until approximately 2024. Any future changes to the assumptions upon which the mineral reserves are based, as well as any unforeseen events affecting production levels, could have an effect on the expected period of future operations.

Capital Expenditure: Target incurred approximately R349 million (US$44.8 million) in capital expenditures in fiscal 2012, principally for ongoing capital development (R202 million (US$25 million)), development of Block 3 at Target 1 (R50.1 million (US$6.1 million) and development at Target 3 (R51 million (US$6 million)). We have budgeted R488.6 million (US$59.5 million) in fiscal 2013, principally for ongoing capital development, replacement of production vehicles and the continuation of Block 3 development at Target 1 and upgrading of infrastructure at Target 3.

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Tshepong

Introduction: We acquired Tshepong when we, in January 2002, acquired the Freegold operations from Anglogold through a 50% joint venture with ARMGold. In September 2003, we acquired 100% of these operations when ARMGold became a wholly-owned subsidiary. These operations are located in the Free State province. Production from the operations is processed through Harmony 1 Plant.

History: Exploration, development and production history in the area of the Freegold assets dates from the early 1900’s, leading to commercial production by 1932. Subsequent consolidation and restructuring led to the formation of Free State Consolidated Gold Mine (Operations) Limited, which became a wholly-owned subsidiary of Anglogold in June 1998.

Geology: The operation is located in the Free State Goldfield, which is on the southwestern edge of the Witwatersrand basin. The Tshepong mine is located to the north and west of Welkom. Mining is primarily conducted in the Basal Reef, with limited exploitation of the B Reef. The reefs generally dip towards the east or northeast while most of the major faults strike north-south.

Mining Operations: The operation is subject to the underground mining risks detailed in the Risk Factors section. The management teams regularly revisit their mining strategy and management procedures in order to minimize risks.

Mining is conducted at depths ranging from 1,671 and 2,245 meters at Tshepong. Tshepong is one of Harmony’s lowest-cost producers, although its grade remains sensitive to stoping width. This is rigorously controlled by the under-cut mining method used at this mine.

The sub-71 project, which will connect Tshepong with Phakisa, remains on track for completion in March 2013. This project extends the existing double decline from 71 to 76 level to enable mining on both 73 and 75 levels. The project’s goal is to sink the decline to 76 level by March 2013. Management is investigating ways to implement a waste/reef split from the sub-71 decline, which currently affects recovered grade. The mine received integrated ISO 14001, OHSAS 18000 and ISO 9000 certification during the year.

During fiscal 2012, Tshepong accounted for 13% (16% in 2011 and 15% in 2010) of our total gold production.

Safety: The overall safety performance improved slightly, with LTIFR at 12.54 (2011: 12.60) per million hours worked. There were regrettably two fatalities during the year (2011: two). Tshepong also recorded 600,000 fatality-free shifts and over 600,000 shifts without a fall-of-ground fatality during fiscal 2012.

Plants: The ore from this operation is sent to Harmony 1 Plant for processing. See Item 4. “Information of the Company — Business — Bambanani” for a discussion on the plant.

Production analysis:

	Fiscal Year Ended June 30,
Tshepong	2012		2011		2010
Production
Tons (‘000)		1,359		1,481		1,674
Recovered grade (ounces/ton)		0.125		0.140		0.130
Gold produced (ounces)		169,980		207,950		216,986
Gold Sold (ounces)		169,177		209,976		219,332
Results of operations ($)
Product sales (‘000)		285,644		287,257		240,473
Cash cost (‘000)		164,197		167,742		151,382
Cash profit (‘000)		121,447		119,515		89,091
Cash costs
Per ounce of gold ($)		973		810		677
Capex (‘000) ($)		37,068		39,030		34,402

Tons milled decreased from 1,674,000 to 1,481,000 in fiscal 2011. Production output was disrupted by two fatal accidents during the year, as well as production stoppages imposed by the DMR. Gold produced was 4% lower in fiscal 2011 at 207,950 ounces. This decrease was due to the lower tons mined, but was offset by the 8% increase in recovered grade, from 0.130 ounces per ton in fiscal 2010 to 0.140 in fiscal 2011.

Despite the decrease in ounces produced, revenue increased by 19% to US$287.3 million in fiscal 2011 as a result of the higher gold price received. Cash costs increased by 11% from US$151.4 million to US$167.7 million, while cash costs per ounce

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increased by 20% to US$810/oz in fiscal 2011. This was due to annual labor rates increases of 7.5% and the 25% increase in electricity tariffs. Cash costs per ounce were also negatively affected by the decrease in ounces produced.

Tons milled during fiscal 2012 decreased year on year by 8% (1,359 tons in fiscal 2012 compared with 1,481 tons in fiscal 2011), with gold production decreasing by 18% from 207,950 ounces in fiscal 2011 to 169,980 ounces in fiscal 2012. Production output was disrupted by two fatal accidents during the year and safety related stoppages imposed by the DMR, as well as a wage strike during the first quarter of the year. The decrease was attributable to the decreased volume as well as the decrease in the recovery grade. The recovery grade decreased to 0.125 in fiscal 2012 compared with 0.140 in fiscal 2011. The decrease in recovery grade was primarily due to a decrease in the average mining grade, which was 955 cmg/t in fiscal 2012 compared with 1079 cmg/t in fiscal 2011. The decrease in the average mining grade is in line with the life-of-mine profile. During fiscal 2012, most of the mining (approximately 80%) in Tshepong was on the edges of the main high grade pay shoot and as mining continue south and north the values will continue to be erratic and marginal. The continuation of the main higher grade pay shoot will be mined in the decline area once Sub 71 decline reaches full production and will have a positive effect on the average mining grade going forward.

Revenue reduced by 0.5% to US$285.6 million in fiscal 2012. Cash costs for Tshepong were US$164.2 million in fiscal 2012, compared with US$167.7 million in fiscal 2011. Cash costs per ounce were US$973 in fiscal 2012, compared with US$810 in fiscal 2011. The increase in unit cost is attributable primarily to the decrease in the number of ounces of gold produced. The increase in cash costs were primarily due to increases in the costs of labor and high increases in electrical power rates as well as the effect of inflation on costs of materials and supply contracts.

Assuming no additional reserves are identified, at expected production levels and, at the current planned gold price, it is foreseen that the reported proven and probable mineral reserves of 24.3 million tons 3.9 million ounces) will be sufficient for Tshepong to maintain underground production until approximately 2029. Any future changes to the assumptions upon which the mineral reserves are based, as well as any unforeseen events affecting production levels, could have an effect on the expected period of future operations.

Capital Expenditure: Tshepong incurred approximately R288 million (US$37.1million) in capital expenditure during fiscal 2012. The expenditure was primarily for the decline project, ongoing development and the fridge plant conversion project. For fiscal 2013 capital expenditure of R308.6 million (US$37.5 million) is planned, primarily for ongoing capital development, decline project, as well as a surface refrigeration project.

Virginia Operations

Introduction: The Virginia Operations are located in the Free State province, near Virginia and Welkom. The Virginia operations consist of the original Harmony mines, the Unisel mine and Brand shafts 1 and 3. By the end of fiscal 2011, only Unisel was still in operation, following the closure of Merriespruit 1 during December 2010. Fiscal 2012 results covers Unisel mine only, due to the closure of the remaining Virginia shafts during fiscal 2010 and 2011. Mining is conducted at Unisel at depths ranging from 1,000 meters to 2,000 meters. Ore is treated at the Harmony 1 Plant.

History: Our operations in the Free State began with the Harmony mine, which is an amalgamation of the Harmony, Virginia and Merriespruit mines. Beginning in 1996, we began purchasing neighboring mine shafts. The Unisel mine was purchased in September 1996, the Saaiplaas mine Shafts 2 and 3 were purchased in April 1997, the Brand mine Shafts 1, 2, 3 and 5 were purchased in May 1998. Of these operations, Unisel is the sole remaining producer.

Geology: The Unisel operation is located in the Free State Goldfield on the south-western edge of the Witwatersrand Basin. The basin, situated on the Kaapvaal Craton, has been filled by a 6 kilometer thick succession of sedimentary rocks, which extends laterally for hundreds of kilometers. The Free State goldfield is divided into two sections, cut by the north-south striking De Bron Fault.

Unisel is situated to the west of the De Bron Fault. Dips are mostly towards the east, averaging 30 degrees but become steeper approaching the De Bron Fault. The western margin area is bound by synclines and reverse thrusts faults and is structurally complex. Towards the south and east, reefs sub-crop against overlying strata, eventually cutting out against the Karoo to the east of the lease area.

Most of the mineral resource tends to be concentrated in reef bands located on one or two distinct unconformities. A minority of the mineral resource is located on other unconformities. Mining that has taken place is mostly deep-level underground mining, exploiting the narrow, generally shallow dipping tabular reefs.

The Basal Reef is the most common reef horizon. It varies from a single pebble lag to channels of more than 2m thick. It is commonly overlain by shale, which thickens northwards.

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The second major reef is the Leader Reef, located 15-20m above the Basal Reef. Further north, it becomes poorly developed with erratic grades. The reef consists of multiple conglomerate units, separated by thin quartzitic zones, often totaling up to 4 meters thick. A selected mining cut on the most economic horizon is often undertaken.

The Middle Reef, a secondary reef, is mined at Unisel where it comprises approximately 5% of the shaft production. The Middle Reef is a localized channel deposit and lies at irregular elevations between the Basal and the Leader reef.

Mining Operations: The operations are subject to the underground mining risks detailed in the Risk Factors section. Due to the shallow to moderate depths of the underground operations, seismicity related problems are relatively infrequent with the exception of the deeper areas on the eastern margin of the operations where the problem receives constant attention. We regularly revisit our mining strategy and management procedures in connection with our efforts to mitigate risks of these problems. There is a risk of subterranean water locally and/or gas intersections in some areas of the mine. However, this risk is mitigated by active and continuous management and monitoring, which includes the drilling of boreholes in advance of faces. Where water and/or gas are indicated in the drilling, appropriate preventative action is taken. The principal challenges at the operations of achieving optimal volumes and grades of ore production are addressed by stringent mineral reserve management.

At Unisel, both Basal and Leader Reef development produced good results after environmental constraints in the E block were removed by the completion of the cooling project. Middle Reef development focused on the decline area pillars and was affected by seismicity and poor ground conditions. No development was undertaken on the A or B Reefs. Overall, the shaft produced reserves on the Basal and Leader Reefs. Future development will continue to focus more on the better-grade E block and portions of the Brand 5 shaft pillar.

In fiscal 2012, the Unisel operation accounted for approximately 4% (5% in fiscal 2011 and 12% in fiscal 2010) of Harmony’s total gold production. This reduction is attributable to the closures of Brand 1, Harmony 2 and Merriespruit 3 during fiscal 2010 and Merriespruit 1 during fiscal 2011.

Safety: Unisel recorded improved performance across several safety indicators during the year, reflecting the benefits of an improved relationship with organised labour. The safety record during fiscal 2012 deteriorated to an LTIFR of 15.83 (2011: 11.57) per million hours worked. Regrettably there was one fatality during fiscal 2012 (2011: one). Unisel recorded over one million fall-of-ground fatality-free shifts during the review period.

Plants: The ore from the operation is sent to Harmony 1 Plant for processing. See Item 4.“Information of the Company — Business — Bambanani” for further information on the plant. Central plant is no longer used for the processing of ore from Unisel, the last remaining producing shaft in the Virginia operations.

Production analysis:

	Fiscal Year Ended June 30,
Virginia Operations	2012		2011		2010
Production
Tons (‘000)		434		636		1,826
Recovered grade (ounces/ton)		0.118		0.112		0.093
Gold produced (ounces)		51,216		71,149		170,013
Gold Sold (ounces)		51,056		72,017		173,035
Results of operations ($)
Product sales (‘000)		86,454		97,542		186,649
Cash cost (‘000)		63,609		80,371		176,774
Cash profit (‘000)		22,845		17,171		9,875
Cash costs
Per ounce of gold ($)		1,253		1,114		1,036
Capex (‘000) ($)		9,150		11,373		23,744

Tons milled and ounces produced decreased to 636,000 tons and 71,149 ounces, respectively, in fiscal 2011. This was due to the shaft closures during fiscal 2010 and 2011. Grade increased from 0.093 ounces per ton in fiscal 2010 to 0.112 in fiscal 2011. Cash costs decreased by 55% as a result of shaft closures. This increased the operation’s profitability by 74%. Cash costs per ounce increased by 8% to US$1,114/oz in fiscal 2011.

Tons milled from the Virginia operations decreased to 434,000 in fiscal 2012, compared with 636,000 in fiscal 2011, and ounces produced were 51,216 in fiscal 2012, compared with 71,149 in fiscal 2011. This is mainly attributable to the closure of Merriespruit 1, safety stoppages by the South African Department of Mineral Resources and a slow start up after the Christmas break. The slightly higher recovered grade year on year did not contribute significantly to the lower ounces produced.

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Cash costs decreased by 21% in fiscal 2012 to US$63.6 million in fiscal 2012, compared with US$80.4 million in fiscal 2011. The decrease was mainly due to the closure of Merriespruit 1 during the first six months of fiscal 2012. Cash costs per ounce were US$1,253 in fiscal 2012, compared with US$1,114 in fiscal 2011. This increase was attributable primarily to a 28% drop in ounces produced for fiscal 2012. This was partially negated by a drop in the cash costs as well as weakening of the Rand.

Assuming no additional reserves are identified, at expected production levels, it is foreseen that the reported proven and probable mineral reserves of 3.1 million tons (0.4 million ounces) will be sufficient for the Virginia operations to maintain production until approximately 2017. However, any future changes to the assumptions upon which the reserves are based, as well as any unforeseen events affecting production levels, could have a material effect on the expected period of the future operations.

Capital Expenditure: Virginia incurred approximately R71 million (US$9.1 million) in capital expenditures at the Unisel operation in fiscal 2012, principally for ongoing capital development. We have budgeted R80 million (US$9.7 million) in fiscal 2013. The majority of this capital (68%) will be spent on the ongoing development capital, 16% on major equipment repairs/replacements and 10% for the hostel privatization project.

Other — Surface

Introduction: Other — Surface consists of Kalgold, Phoenix and the surface operations owned by the Freegold and Avgold companies. As the results of operations for Other — Surface consist primarily of the results from Kalgold and Phoenix, these two operations are discussed separately.

Kalgold

Introduction: Harmony’s only opencast mining operation in South Africa is the Kalgold gold mine that is situated 60 kilometers south of Mahikeng in the North West Province of South Africa.

History: Harmony acquired Kalgold on July 1, 1999 and fully incorporated Kalgold into its existing operations in October 1999. Prior to Harmony’s acquisition of the Kalgold mine, the mine had already been in operation for three years.

Geology: The Kalgold operation is located within the Kraaipan Greenstone Belt. This is part of the larger Amalia-Kraaipan Greenstone terrain, consisting of north trending linear belts of Archaean meta-volcanic and metasedimentary rocks, separated by granitoid units. Mineralization occurs in shallow dipping quartz veins, which occur in clusters or swarms, within the steeply dipping magnetite-chert banded iron formation. Disseminated sulphide mineralization, dominated mostly by pyrite, occurs around and between the shallow dipping quartz vein swarms. The D Zone is the largest orebody encountered and has been extensively mined within a single open-pit operation, along a strike length of 1,300m. Mineralization has also been found in the Mielie Field Zone (adjacent to the D Zone), the A Zone and A Zone West (along strike to the north of the D Zone), and the Watertank and Windmill areas to the north of the A Zone.

Mining Operations: The Kalgold operation is engaged in open-pit mining. This operation is subject to the opencast mining risks detailed in the Risk Factors section. Small subterranean water intersections in the pit are common and are actively managed and appropriate action is taken when necessary. The primary mining challenges at the Kalgold operations of achieving optimal volumes and grades of ore production are addressed by stringent mineral reserve management. The processing design capacity of the Kalgold operation is 165,345 tons per month. The average tons in fiscal 2012 were 123,333 tons per month.

Volumes at Kalgold declined 17% over the year, largely due to pre-primary crusher breakdown (swing stock and main frame) in first quarter of fiscal 2012. While these were being repaired, ore was crushed by two mobile plants and lower throughput countered by feeding higher-grade material from the stockpile. Gold produced declined by 17% to 33,469 ounces. The Kalgold plant was evaluated by a team of internal and external experts, which then prepared an action plan to address outstanding maintenance and implement improvements. This included replacing and repairing the carbon-in-leach tanks, carbon regeneration circuit and elution circuit in the third quarter. The project to replace the carbon in-leach tanks in the plant will be completed in first quarter of fiscal 2013.

The Watertank pit will be mined out within seven months in fiscal 2013 and mining in the A zone pit will be at full production in fiscal 2013.

During fiscal 2012, Kalgold stopped operations for three weeks due to a lack of water supply. Harmony has since adjusted its strategy to reduce its dependency on existing groundwater infrastructure.

Harmony continued with brownfields exploration in areas surrounding the Kalgold operation.

In fiscal 2012, the Kalgold operations accounted for approximately 3% (3% in fiscal 2011 and fiscal 2010) of our total gold production.

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Safety: The Kalgold operations had a LTIFR of 1.27 (2011: 5.43) per million hours worked in fiscal 2012, and recorded no fatal accidents in fiscal 2012. During fiscal 2012, Kalgold achieved 2.5 million fatality free shifts over a 16-year period. It was also awarded second place in the MineSafe competition for year-on-year improvement in LTIFR. Kalgold recorded 51 white flag days and reached one million fatality-free shifts during the year.

Plants: Ore is trucked from the pit and is directly tipped into the feed bin of the pre-primary crusher or stockpiled. The ore then undergoes a four phase crushing process before it reaches the Dome stockpile. Three ball mills are used to grind the ore down to between 70-80% less than 75 micron for the leaching process.

The following table sets forth processing capacity and average tons milled during fiscal 2012 for the plant:

Plant	Processing Capacity		Average Milled for the Fiscal Year Ended June 30, 2012
	(tons/month)		(tons/month)
CIL		165,345		111,865
Heap Leach(1)		—		—

⁽¹⁾  Active use of heap leaching was discontinued in July 2001.

In fiscal 2012, the plant at our Kalgold operations recovered approximately 79.5% of the gold contained in the ore delivered for processing.

Production analysis:

	Fiscal Year Ended June 30,
Kalgold	2012		2011		2010
Production
Tons (‘000)		1,480		1,775		1,873
Recovered grade (ounces/ton)		0.023		0.023		0.026
Gold produced (ounces)		33,469		40,285		49,063
Gold Sold (ounces)		33,630		41,828		48,097
Results of operations ($)
Product sales (‘000)		56,931		57,064		51,437
Cash cost (‘000)		40,003		45,473		36,162
Cash profit (‘000)		16,928		11,591		15,275
Cash costs
Per ounce of gold ($)		1,176		1,135		748
Capex (‘000) ($)		9,836		2,631		1,389

Volumes mined decreased from 1,873,000 tons in fiscal 2010 to 1,775,000 in fiscal 2011. Gold produced decreased by 18% in fiscal 2011 to 40,285 ounces. This decrease was due to mechanical breakdowns in the mill section of the plant

Revenue increased by 11% to US$57.1 million in fiscal 2011, due to the higher average gold price received. Cash costs per ounce increased by 52% to US$1,135/oz, mainly due to the lower ounces produced.

Tons milled decreased from 1,775,000 in fiscal 2011 to 1,480,000 in fiscal 2012. Ounces produced decreased to 33,469 in fiscal 2012, compared with 40,285 in fiscal 2011, due to the lower volumes.

Cash costs decreased from US$45.4 million in fiscal 2011 to US$40.0 million in 2012.

Gold produced decreased by 17% in fiscal 2012 to 33,469 ounces. This decrease was due to breakdown in pre-primary crusher in the first quarter of 2012.

Cash costs per ounce increased by 4% to US$1,176/oz, mainly due to the lower ounces produced.

The processing design capacity of the Kalgold operation is 165,345 tons per month. The average tons milled in fiscal 2012 were 111,865 tons per month.

Assuming no additional reserves are identified and at expected production levels, it is foreseen that the reported proven and probable mineral reserves of 20.6 million tons (0.6 million ounces) will be sufficient for the Kalgold operations to maintain production until approximately fiscal 2024. However, any future changes to the assumptions upon which the reserves are based, as well as any unforeseen events affecting production levels, could have a material effect on the expected period of future operations.

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Capital Expenditure: Harmony incurred approximately R76 million (US$9.8 million) in capital expenditures at the Kalgold operations in fiscal 2012. Harmony budgeted R86.4 million (US$10.5 million) for capital expenditures in fiscal 2013, primarily for plant structure upgrade and completion of CIL tank farm project.

Phoenix

Introduction: Phoenix is a tailings retreatment operation, located at Virginia and adjacent to our current and historical mining operations in the Free State province. The Saaiplaas plant is used for the treatment of the material from this project.

History: The project commenced during fiscal 2007 and is aimed at treating the surface sources from our operations in the Free State province.

Safety: Safety at the Phoenix operations improved slightly year-on-year in fiscal 2012 with LTIFR improving to 2.54 per million hours worked from 2.89 per million hours worked in fiscal 2011. There were no fatalities during fiscal 2012 (2011: none). The plant recorded 2,000 reportable injury-free days in fiscal 2012.

Plant: The Saaiplaas plant, commissioned in the late 1950’s, has been converted from the zinc precipitation filter process to the CIL. During 2007, the ROM mills were de-commissioned and the plant started treating slime from Dam 22 and Brand A tailings storage facilities. The plant currently processes reclaimed slime at 6 million tons per annum.

The following table sets forth processing capacity and average tons milled during fiscal 2012 for the Saaiplaas plant:

Plant	Processing Capacity		Average Milled for the Fiscal Year Ended June 30, 2012
	(tons/month)		(tons/month)
Saaiplaas		500,000		416,333

In fiscal 2012, Saaiplaas plant recovered approximately 46.3% of the gold contained in the ore delivered for processing.

Mining operations: Phoenix, which began five years ago, involves retreating around 6 million tons annually at plant capacity. Phoenix operations were severely hampered by residue deposition dam stability concerns resulting in tonnage reduction upon recommendation from the consultants Jones and Wagner to 423,000tpm. A major capital project is underway to construct a new cyclone dam on the St Helena 1, 2, 3 dam footprint for depositing the full plant residue tonnage at 500 000tpm – completion scheduled for April 2013. The Dam 21 source proved problematic with plant recovery requiring process modifications – the introduction of pre-oxidation by air injection in the delivery pipeline from the source to the plant to neutralize cyanide consumers and preg robbers yielded a step change in gold dissolution and overall gold recovery improving from 35.1% to 46.3% year-on-year. Plans to increase processed volumes up to 992,000 tons per month, at which rate the life of the project is around 12 years, remain on hold pending further investigation and consideration of options involving potentially converting Central plant to slime treatment when the surface sources are depleted.

During fiscal 2012, Phoenix accounted for 2% of our total gold production (1.5% in fiscal 2010 and fiscal 2011).

Production analysis:

	Fiscal Year Ended June 30,
Free State (Phoenix)	2012		2011		2010
Production
Tons (‘000)		5,509		5,846		6,083
Recovered grade (ounces/ton)		0.005		0.003		0.003
Gold produced (ounces)		26,427		18,937		20,801
Gold Sold (ounces)		26,749		18,873		20,801
Results of operations ($)
Product sales (‘000)		44,939		25,847		22,723
Cash cost (‘000)		25,981		20,761		15,856
Cash profit (‘000)		18,958		5,086		6,867
Cash costs
Per ounce of gold ($)		966		1,141		762
Capex (‘000) ($)		3,800		3,108		0.660

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Volumes decreased by 4% year on year to 5,846,000 tons, due to the issues experienced (as discussed above in “— Mining Operations”) during fiscal 2011. This affected the ounces produced, which decreased from 20,801 ounces in fiscal 2010 to 18,937 in fiscal 2011.

Despite the lower ounces produced, revenue increased by 14% to US$25.8 million in fiscal 2011 as a result of the higher average gold price received. Cash costs per ounce in fiscal 2011 were US$1,141/oz, compared with US$762/oz in fiscal 2010 due to the lower production as well as the 25% increase in electricity and the increase in the cost of consumables.

Tons treated from Phoenix decreased to 5,509,000 fiscal 2012, compared with 5,846,000 in fiscal 2011. Ounces produced increased to 26,427 in fiscal 2012, compared with 18,937 in fiscal 2011, primarily due to the improved gold dissolution and recovery. The recovered grade improved to 0.005 ounces per ton in fiscal 2012. The grade of the tons treated is dependent on the waste grade at the time at which the original deposition was done.

Cash costs were US$25.9 million in fiscal 2012, compared with US$20.8 million in fiscal 2011, primarily due to the higher costs of reagents, power unit cost increases, increased water pumping costs, increased mining contractor costs and reduced volumes impact. Cash costs per ounce reduced during fiscal 2012 to US$966/oz, compared with US$1,141 in fiscal 2011 due to the improved recovery more than offsetting the decrease in volume and increase in cost of consumables, water pumping, remining contractors and 25% increase in electricity. Though this affected the ounces produced, the improved recovery pushed gold production up which increased from 18,937 ounces in fiscal 2011 to 26,427 in fiscal 2012.

Revenue increased by 74% to US$44.9 million in fiscal 2012 as a result of the higher average gold price received, and the increased gold production.

Capital Expenditure: We incurred approximately R30 million (US$3.8 million) in capital expenditures at the Phoenix operation in fiscal 2012. For 2013, R177 million (US$21.7 million) is planned, mainly for the major Phoenix 500 upgrade project to improve efficiencies (two additional CIL stages) and build a cyclone dam to return to 500,000 per month for minimum 17 year life.

Discontinued operations

Evander

Introduction: The Evander operations are located in the province of Mpumalanga in South Africa and comprise an amalgamation of the former Kinross, Bracken, Leslie and Winkelhaak mines into a mining right of 36,898 hectares, and additional adjacent prospecting rights comprising 19,933 hectares. Ore is treated at the Kinross plant, after the closure of the Winkelhaak plant. An agreement in principle to sell the Evander operations was signed on May 30, 2012.

History: Gold mining in the Evander Basin began in 1955. Eventually, four mining operations were established at Evander. In 1996, as a result of the depletion of mineral reserves, all four mining areas were merged to form Evander Gold Mines Limited. In August 1998, Harmony acquired Evander as a wholly-owned subsidiary.

Geology: The area covered by Evander’s mining authorization and mineral rights is situated within the Evander basin, a geologically discrete easterly extension of the main Witwatersrand Basin. Only one economic reef type, the Kimberley Reef, is mined at Evander. In addition to the faulting of the reef horizon, there are numerous dykes and sills that complicate the mining layouts, the most significant of which is an extensively developed dolerite footwall sill that occasionally intersects the Kimberley Reef, causing displacements within it.

Mining Operations: The Evander operations are primarily engaged in underground mining but a limited amount of surface material, containing gold, from the surface clean-up operations are also processed. These operations are subject to the underground mining risks detailed in the Risk Factors section. Due to the shallow to moderate depths of the Evander underground operations, seismicity and high rock stress related problems are relatively infrequent. There is a risk of subterranean water and/or gas intersections in some areas of the mine. However, this risk is mitigated by active and continuous management and monitoring, which includes the drilling of boreholes in advance of faces. Where water and/or gas are indicated in the drilling, appropriate preventative action is taken.

A due diligence of the operations during fiscal 2010 led to the conclusion that the only economically viable shaft was Evander 8. Mining operations at Evander 2 and 5 and 7 shafts ceased during the year and Evander 8 was restructured. The shaft infrastructure at Evander 7 is being utilized by Evander 8 for the pumping of water and the hoisting of rock as well as being available for use as a second escape.

Following the feasibility study that proved the viability of Evander 8, greater attention was given to re-engineering this shaft which involves not just deepening the decline but repositioning within the payshoot for immediate access to the high-grade areas between 24 and 25 levels. The project’s parameters include the optimizing of logistics, cooling and ventilation as well as an

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upgrade of the refrigeration plants and the installation of a 5000 mW BAC (Bulk Air Cooler). The results of these initiatives started to materialize in the last quarter of fiscal 2011. During the June 2011 quarter, more mining crews were moved into the main payshoot of the decline section, where the grade is higher. The mining in the main payshoot has continued in 2012.

During fiscal 2011, the chilled water project was completed. This now pumps cold water from the 7 shaft refrigeration plant to 8 shaft, significantly reducing the heat load in the decline section and improving underground environmental conditions. In addition, much work went into electricity savings through load control on the compressors, and controlling the Winkelhaak water via 8 shaft.

Ongoing improvements to ventilation at Evander included a new raise borehole between 17 and 21 levels, new return airways and the installation of a second refrigeration plant on 18 level. This will improve both temperature and air quality, and enable Evander to operate to 25 level using the same ventilation infrastructure. This infrastructure was completed during this fiscal 2012 year.

Following the closure of the Evander 2 and 5 shafts as well as the Winkelhaak plant, a short-term clean-up program commenced during fiscal 2010 at and in the vicinity of the plant. The aim of this program is to clean up any metal contained in the plant footprints, to process rock from the rock dumps in the vicinity, to rehabilitate the Winkelhaak plant, and to clean the surface rail network. In fiscal 2012, approximately 196,000 tons were treated via this program, yielding 6,238 ounces of gold. Benefits from this program are expected to contribute to Evander’s results for another year.

In fiscal 2012, the Evander operations accounted for approximately 8% (6% in fiscal 2011 and 8% in fiscal 2010) of Harmony’s total gold production.

Safety: The behavior-based safety initiatives at the Evander operations produced significant results in fiscal 2012, with an improvement in terms of LTIFR from 4.0 per million hours worked in fiscal 2012 to 3.72 during fiscal 2011. There were five fatalities at Evander during fiscal 2012 (2011: no fatalities). Evander recorded over one million fall-of-ground fatality-free shifts and one million fatality-free shifts during the review period. It was awarded sixth place in the MineSafe competition for year-on-year LTIFR improvement.

Plants: Evander has one active processing plant, the Kinross plant. Ore from Evander 8 is hoisted directly to and treated at the Kinross plant, which is a hybrid CIP/CIL plant.

The following table sets forth processing capacity and average tons milled during fiscal 2012 for the operating plant:

Plant	Processing Capacity		Average Milled for the Fiscal Year Ended June 30, 2012
	(tons/month)		(tons/month)
Kinross		160,000		53,038

In fiscal 2012, the Kinross plant recovered approximately 96% of the gold contained in the ore delivered for processing.

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Production analysis:

	Fiscal Year Ended June 30,
Evander	2012		2011		2010
Production
Tons (‘000)		704		916		1,192
Recovered grade (ounces/ton)(1)		0.154		0.096		0.108
Gold produced (ounces)(1)		108,317		87,900		128,700
Gold Sold (ounces)(1)		108,123		88,544		128,507
Results of operations ($)
Product sales (‘000)(1)		180,809		121,452		138,483
Cash cost (‘000) (1)		98,684		95,285		118,203
Cash profit (‘000) (1)		82,125		26,167		20,280
Cash costs
Per ounce of gold ($)(1)		919		1,070		922
Capex (‘000) ($)(1)		22,817		28,102		23,352

⁽¹⁾  Amounts include production from surface sources.

Tons milled at Evander during fiscal 2011 were 916,000, compared with 1,192,000 in fiscal 2010. Ounces produced amounted to 87,900 in fiscal 2011, a decrease of 32% from fiscal 2010. These decreases are primarily as a result of the closure of Evander 2 & 5 and 7 shafts during fiscal 2010 and the lower production from Evander 8 due to the ventilation constraints in the decline shaft. A decrease in the grade year on year also contributed to the decrease in ounces produced.

Revenue decreased from US$138.5 million in fiscal 2010 to US$121.5 million in fiscal 2011 as a result of the decrease in ounces produced. This was offset by the higher average gold price received. The increase in cash costs per ounce of 16% is due to the lower production of 32%, annual labor rate increases of 7.5% and the 25% increase in electricity tariffs.

Tons milled at the Evander operations were 704,000 in fiscal 2012, compared with 916,000 in fiscal 2011, and ounces produced 108,317 in fiscal 2012 compared with 87,900 in fiscal 2011. Recovered grade was 0.154 ounces per ton in fiscal 2012, compared with 0.096 in fiscal 2011. The increase in the recovered grade was a direct result of having more mining crews in the higher grade decline section, as the ventilation constraints were relieved.

The decrease in cash costs from US$1,070 per ounce in fiscal 2011 to US$919 per ounce in fiscal 2012 was attributable primarily to the increase in gold ounces produced in fiscal 2012 compared to fiscal 2011 due to the improvement in recovered grade.

Assuming no additional reserves are identified, at expected production levels, it is foreseen that the reported proven and probable mineral reserves of 5.3 million tons (1.2 million ounces) (excluding the below infrastructure reserves) will be sufficient for the Evander operations to maintain production until approximately fiscal 2022 at Evander 8. Any future changes to the assumptions upon which the reserves are based, as well as any unforeseen events affecting production levels, could have a material effect on the expected period of future operations.

Capital Expenditure: Harmony incurred approximately R177 million (US$22.8 million) in capital expenditures at the Evander operations in fiscal 2012. The expenditure was primarily for the re-engineering project at Evander 8 as well as ongoing development. The operation has budgeted R95 million (US$11.6 million) for capital expenditures in fiscal 2013 primarily for the upgrading of major equipment, ongoing development and the 8 shaft deepening project. The funding for capital expenditure is expected to come from the operation in anticipation of the conclusion of the disposal.

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International Mining Operations

Papua New Guinean Operations and Exploration

Overview

Introduction: Fiscal 2012 was the fourth year of the Morobe Mining Joint Venture between Harmony and Newcrest. The Morobe Mining Joint Venture comprises the following three 50:50 joint ventures:

1. the Hidden Valley Joint Venture;

2. the Wafi-Golpu Joint Venture; and

3. the Morobe Exploration Joint Venture on the surrounding tenement package.

Outside of the Morobe province Harmony has expanded the PNG exploration portfolio with three key projects that are 100% owned:

1. Mount Hagen in the Western Highlands;

2. Amanab in the Sandaun Province; and

3. Tari in the Southern Highlands Province.

In terms of regional geological setting, Harmony’s tenement interests are all located within the New Guinea mobile belt. The mobile belt comprises tracts of metamorphosed Lower Jurassic and Cretaceous sediments and oceanic crust. These rocks have undergone deformation in the collision zone between the Australian and Pacific Plates and multiple intrusive events including Tertiary granodiorite and younger mineralized porphyries.

Exploration expenditure in PNG for fiscal 2012 was US$42.6 million. This breaks down into US$31.8 million as Harmony’s 50% contribution to the Morobe Mining Joint Venture exploration program and US$10.8 million for Harmony 100% projects. Results from exploration work have been highly encouraging, with a major Resource expansion achieved at the

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Wafi-Golpu Project, and a number of targets with the potential for major stand-alone gold and copper/gold deposits identified and advanced to the drill testing phase.

Hidden Valley Operation

Introduction: The Hidden Valley Mine is an open pit gold-silver mine and processing plant, managed by the Hidden Valley Joint Venture. Two separate open pits are in operation, being Hidden Valley-Kaveroi (“HVK”) pit, and Hamata pit. The mill has been constructed to process a nominal 4.2 million tonnes (dry metric) of ore per year from the two pits, with de-bottlenecking of the plant planned up to 4.7 million tonnes per year. The mine was officially opened on September 30, 2010.

Newcrest purchased an initial 30.01% interest in the project on June 30, 2008, and provided sole funding of the project to June 30, 2009 to earn a further 19.99%. On June 30, 2009 Newcrest formally achieved 50% ownership in the project, such that the project is now a 50:50 joint venture between Newcrest and Harmony.

The mine is located in a highly prospective exploration lease area and it is envisaged that, as active exploration continues, the life of the process facility may be extended as it is fed from a number of sources.

The project comprises a number of mining and exploration licenses in the Wau District of Morobe Province, PNG and is located 210 kilometers north-northwest of Port Moresby and 90 kilometers south-southwest of Lae, the two largest cities in PNG. Access to the project is presently by sealed road from the deepwater port of Lae to Bulolo. Harmony constructed an all-weather gravel road from Bulolo to the Hidden Valley mine site to access the site.

History: Alluvial gold was first discovered at Hidden Valley in 1928 but it was not until the early 1980’s that the area was investigated by CRA Exploration using modern exploration techniques that resulted in the discovery of the Hidden Valley and Kaveroi gold deposits on EL 677. The Hamata deposit was discovered and first drilled by RGC Ltd in 1987 on EL497. The two tenements were subsequently acquired and combined into the one project by Australian Goldfields Ltd (AGF) in 1997. A number of feasibility studies have been prepared for the Hidden Valley Project by the various owners, including one by Abelle in 2003. Harmony extensively reviewed and updated the Abelle feasibility study during fiscal 2006 in order to: (a) reflect changes in the project’s ore body interpretation; (b) incorporate increases in capital and operating costs as a result of energy prices and scarce resources in the mining industry as well; and (c) resolve technical aspects that were outstanding from the previous study. The updated feasibility study was presented to the board during June 2006 with subsequent approval given for construction of the project. In late 2007, Harmony began a search for a partner to partake in all of our PNG mining and exploration activities, culminating in the selection of Newcrest in 2008.

Mining operations: Currently ramping up to full production, the Hidden Valley Mine is expected to initially process 4.6 million tons (short) of ore per annum from ore mined at two open-pits, the HVK pit and the Hamata pit. Currently planned de-bottlenecking is expected to increase the processing rate to 5.2 million tons (short) of ore per annum by the end of fiscal 2013.

The HVK pit, at an elevation of between 2,500 meters and 2,700 meters above sea level, is the larger pit supplying the majority of the ore. The HVK pit is located some 5 to 6 kilometers from the processing plant. The smaller Hamata pit is directly adjacent to the processing plant on the northern side of the processing plant and is at an elevation of between 1,850 meters and 2,040 meters above sea level. The resources are mined in a sequence that sees the low silver, high gold Hamata ore mined in conjunction with the Hidden Valley/Kaveroi oxide/transition ores (high silver), to be followed by the Hidden Valley/Kaveroi primary ores. The plant and infrastructure for the project has been developed in close proximity to the Hamata deposit.

The planned ramp-up throughput rates were interrupted in the third quarter of fiscal 2011, when a conveyor belt splice failed on the Hidden Valley conveying circuit. The work required to reinstate and re-commission the conveyor has been completed with ramp-up to full capacity in progress. Much of the production impact of this event was mitigated via rapid mobilization of additional contractor haulage trucks, which were used to haul ore from the Hidden Valley stockpile to the process plant. As a result of this unexpected situation annual production came in at the lower end of management guidance, with gold recoveries reaching target levels and a significant increase in silver recoveries compared to 2010 levels.

A program to systematically identify constraints in the process plant and to optimize plant capacity and performance is under way. This will facilitate plant throughput rates achieving the target after reinstatement of the Hidden Valley overland conveyor.

After the overland conveyor was re-commissioned in September 2011, increasing capacity of the materials handling system, Hidden Valley was able to raise milled tonnes by 14% in the second quarter. However, production in ensuing months was severely curtailed by natural factors (an earthquake in December and exceptionally high rainfall in January and February 2012), impeding access to high-grade ore. This was exacerbated by infrastructural constraints which included a six-day shutdown mainly due to lack of grid power, the decision to reduce throughput to remediate large quantities of water on the tailings storage facility,

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fuel shortages caused by flooding, and a 24-hour shutdown to check for damage after the earthquake. By the end of fiscal 2012, monthly annualized throughput had improved to record levels.

Hidden Valley mine was connected to the national electricity grid in fiscal 2011, and is receiving up to 10MW of grid power at night (100% of total requirements) and 5MW during the day. This has already reduced operational costs in terms of trucking diesel to site, with concomitant environmental benefits, and lessened demand on the site’s diesel-fired power station. In terms of the offtake agreement in place, the national utility benefits from securing a large customer which, in turn, will support its infrastructural development and rural electrification program.

In fiscal 2011, additional waste dump capacity was created as part of a long-term strategy to match waste dump capacity to the target mining rate. This ensures that all waste rock mined at Hidden Valley is retained on site and that the potential for impacts on the Watut River is minimized and managed effectively. Innovative waste dump designs that require less rock are addressing this requirement and have allowed a ramp-up in the open-pit mining rate.

Implementation of Hidden Valley’s policy of community engagement and local employment, as well as training local employees, continued throughout the year.

Geology: The major gold-silver deposits of the Morobe Goldfield, and the Hidden Valley project are hosted in the Wau Graben. The Wau Graben developed as a back-arc rift basin in the southern extension of the New Guinea Mobile Belt (Owen Stanley Foreland Thrust Belt) covering an area of approximately 850 square kilometers in which the Morobe Goldfield, including the Hidden Valley and Hamata deposits are developed.

The Hidden Valley and Hamata Deposits are interpreted as a low-sulphidation or adularia-sericite-type epithermal gold-silver system. The Hidden Valley deposit further forms part of the carbonate-base-metal-gold subgroup, with abundant carbonate vein-gangue. Other gold-silver deposits around the Pacific Rim in this sub-group are Kelian (Indonesia), Woodlark (PNG) and Gold Ridge (Solomon Islands).

Discrete zones of intense stockwork fracture and mineralized veining comprise individual lodes. At the Hidden Valley deposit, gold and silver are related to the flat-lying (Hidden Valley Zone, “HVZ”) and steeply-dipping (Kaveroi Creek Zone, “KCZ”) sheeted vein swarms associated with an underlying shallow thrust. The Hamata deposit gold is contained with structurally controlled shallow dipping veins associated with sericite-pyrite alteration.

Safety: As production ramps up at Hidden Valley, the implementation of a comprehensive risk management strategy is evident in the good safety performance for the year, with no fatalities (2011: none) and only four lost-time injuries, resulting in an LTIFR of 0.75 (2011: 0.2). A key aspect of the risk management strategy is ensuring that each work function is undertaken within a risk management framework, and that hazards are identified and managed to maintain this safety performance.

Plant: The processing plant production rate is 4.6 million tons of ore per annum and operates using process routes that complement the metallurgical characteristics of the ore types mined. The processing plant operates as:

(a) a primary crushing plant for the low silver Hamata ores;

(b) a primary and secondary crushing plant for Hidden Valley / Kaveroi ore; and

(c) a combined treatment of all ore through grinding, gravity gold recovery, flotation, concentrate regrind, flotation concentrate leaching and counter-current decantation circuit (“CCD”) with Merrill-Crowe zinc precipitation, CIL of flotation and CCD tailings, goldroom and tailings detoxification via the INCO process.

The circuit is designed to enable discard of flotation tailings when treating primary ore only from Hidden Valley / Kaveroi orebodies. Tailings from the CCD circuit would still be subject to final treatment through the CIL circuit.

The gravity gold recovered is processed through an intensive cyanide leach followed by electro-winning circuit to produce a high quality dore product.

Gold and silver rich carbon is processed in an elution plant and precious metals are recovered in the gold room via Merrill-Crowe zinc precipitation stream independent of the CCD circuit.

All tailings are stored in a tailings storage facility, and all water recovered is subjected to detoxification prior to being recycled or released to the environment.

The processing plant and tailings storage facility was built to meet the requirements of the International Cyanide Management Code. Gold production commenced in August 2009 and the plant is currently ramping up to targeted production.

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Production analysis:

	Fiscal Year Ended June 30,
Hidden Valley	2012		2011		2010(1)
Production
Tons (‘000)		1,948		1,852		335
Recovered grade (ounces/ton)
- Gold		0.046		0.054		0.045
- Silver		0.440		0.401		0.233
Gold produced (ounces)		88,800		100,246		61,173
Silver product (ounces)		857,540		673,032		222,717
Gold Sold (ounces)(1)		89,315		101,017		53,274
Results of operations ($)
Product sales (‘000)		149,787		139,688		10,422
Cash cost (‘000)		109,595		102,294		8,357
Cash profit (‘000)		40,192		37,394		2,065
Cash costs
Per ounce of gold ($)(1)		1,238		993		1,003
Capex (‘000) ($)		38,168		41,376		71,420

⁽¹⁾  Production for fiscal 2010 was only for three months and is therefore not comparable to fiscal 2011.

Ore tonnes mined increased 5% to 1,948,000 tons in fiscal 2012.

Tons milled by the plant increased from 1,678,000 in fiscal 2011 to 1,766,000 in fiscal 2012. This was despite downtime to the overland conveyor for belt repairs and extreme wet weather events during the summer adversely affecting the haulage of ore to the mill and from mining operations.

Ounces produced decreased to 88,800 in fiscal 2012 compared with 100,246 in fiscal 2011 due to lower gold grade and lower recoveries.

Revenue increased by 7% to US$149.8 million in fiscal 2012 due to the higher average gold price received.

Cash costs increased from US$102.3 million in fiscal 2011 to US$109.6 million in 2012 primarily due to increased truck haulage and significant strengthening in the Kina against the US dollar.

Cash costs per ounce increased by 25% to US$1,238/oz, due to the lower produced ounces, as well as the other factors mentioned above.

Assuming no additional reserves are identified, and at expected production levels, it is foreseen that the reported proven and probable mineral reserves of 40.9 million tons gold and gold equivalents (1.9 million ounces at 1.5g/t) will be sufficient for the operation to maintain production until approximately fiscal 2025. However, any future changes to the assumptions upon which the reserves are based, as well as any unforeseen events affecting production levels, could have a material effect on the expected period of future operations.

Capital Expenditure: Attributable capital expenditure by Harmony during the year was US$38.1 million, which included work on approved mine development (sustaining capital) projects, process plant debottlenecking, new mobile equipment and mine expansion feasibility studies. Harmony’s portion of the capital budgeted for fiscal 2013 is US$50.0 million.

Exploration in PNG

The Morobe JV land holding comprises some 4,726 km² of tenure. The tenements sit in a broader strategic alliance area where both Harmony and Newcrest operate as JV partners. The tenement package encompasses the Wafi-Golpu and Hidden Valley projects and is a key strategic holding in the Morobe goldfields district. Although prospecting and mining activities date back to the early 1900s, the true potential of the district is only now beginning to crystallise. Fiscal 2012 exploration expenditure for the Morobe JV totaled A$31.8 million and has been very successful.

By far the highlight of the 2012 work program was the expansion of the Golpu copper-gold deposit. However, greenfields exploration continued with work programs undertaken on 24 separate prospects in the Morobe JV area. Exploration statistics for fiscal 2012 include:

• 48,940m diamond drilling; and

• 2,956 surface samples (soils, rock chips, trenches).

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The underlying strategy of the MMJV exploration program is threefold:

• Wafi-Golpu:

• resource definition and brownfields exploration to develop Wafi-Golpu into a second mining operation for the MMJV; and

• Wafi transfer — greenfields exploration targeting discovery of additional resources to expand Wafi-Golpu into a mineral district;

• Hidden Valley district — brownfields exploration in a 10km radius of the Hidden Valley plant to develop resources to replace mining depletion and supplement millfeed with high grade ore, and support expansion; and

• regional greenfields exploration — develop a project pipeline capable of delivering additional quality resources and sustaining future growth and operations in the province.

Work programs and results for these activities are detailed below.

The drilling success highlights the fact that the region is under-explored and still has significant potential for the discovery of additional multimillion-ounce gold deposits. Accordingly, the Morobe Exploration JV proposes to spend A$74 million on exploration in fiscal 2013, of which A$37 million will be Harmony’s share. This includes drilling costs incurred on the Golpu project resource definition program.

Wafi-Golpu Project

Introduction: The Wafi-Golpu JV prospect is a 50:50 joint venture with Newcrest of Australia. Harmony’s ownership is through its wholly-owned subsidiary, Wafi Mining Limited. The first exploration at Wafi dates back to the nationwide porphyry copper search by CRA Exploration Ltd in the late 1960’s. Elders Resources farmed-in to the project from 1989-1991, and AGF subsequently farmed-in to the project for a short period in 1997 prior to going into administration in 1998. Aurora subsequently acquired the project from Rio Tinto (CRA) in 1999, with ownership passing to Abelle when it merged with Aurora in 2002. We assumed control of the Wafi Project by way of the acquisition of Abelle in 2003. The project is held under 2 contiguous exploration licenses (EL 440, and EL 1105), totaling 130.5 square kilometers. The Wafi-Golpu Project comprises a porphyry and epithermal copper and gold systems within a 2.5km x 2.5km area and contains numerous lodes including the Golpu copper gold porphyry, the Nambonga gold copper porphyry and the Wafi epithermal gold lodes. The Wafi gold mineralization is hosted by sedimentary/volcanoclastic rocks of the Owen Stanley Formation which surrounds the intrusive Wafi Diatreme. Gold mineralization occurs in the form of extensive high-sulphidation epithermal alteration overprinting porphyry mineralization and epithermal style vein-hosted and replacement gold mineralization with associated wall-rock alteration.

Geography: The Wafi prospect is located near Mount Watut in the Morobe Province of PNG, approximately 60 kilometers southwest of Lae and about 60 kilometers northwest of Wau. The Wafi camp is located at an elevation of approximately 400 meters above sea level in terrain that is mountainous and forested in most areas. The site is accessed by sealed road (Lae to Bulolo) which comes within 5 kilometers of the eastern edge of the tenements and 15 kilometers from the Wafi camp. From the sealed road, a 38 kilometer dirt-base access track to the prospect is accessible during most weather conditions. The site is serviced by helicopter when the road access is cut due to extreme wet weather. Watut Valley is located immediately west of the project, and the foothills of Watut Valley provide an option for placement of ore processing and mine infrastructure.

Project Status: The discovery of extensive zones of additional high-grade mineralization at Wafi-Golpu has been one of the most significant in the world this year. The Wafi-Golpu resource has world-class credentials compared with other similar projects: in size, it is substantial, and it has the highest copper and gold grade among its peers in South East Asia. Drilling at Wafi-Golpu during fiscal 2012 focused on deliniation of the existing resource to bring the deposit into reserve and feasibility study. The drilling confirmed the high grade nature of the deposit and added further knowledge in the internal geological structure of the deposit.

The Golpu copper-gold deposit is a nested porphyry system that comprises at least four separate mineralized intrusions. There is strong potential for additional mineralized intrusives along strike from Golpu, at Nambonga, and for additional feeder zones around the margins and at depth below the diatreme. Recent drilling has shown that the upper area of Golpu (Lift1 in the pre-feasibility study) is open to the north and extending closer to surface in this area. The lower portions of the ore body are open at depth and to the east. In overall assessment, the deposit remains hugely prospective and under-explored.

The Wafi epithermal gold system is also expanding, with new zones of gold mineralization discovered off the northern and eastern margins of the diatreme. We have identified additional Wafi-style gold mineralization adjacent to the Golpu porphyry in drill holes designed to target the latter deposit.

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The drilling exploration strategy for fiscal 2013 for the Wafi-Golpu project will find a balance between further resource growth, further resource definition and engineering focused drilling for infrastructure and geotechnical system and to expand the known resource through step-out drilling while exploring for more Wafi- and Golpu-style mineralization via brownfields exploration strategies inside the 2.5km² project zone and greenfield exploration programs along the Wafi transfer structure outside the project zone.

Some of this drilling will specifically target areas of the existing resources requiring additional geotechnical, hydrological and metallurgical information. The majority will focus on resource extension and discovery.

Pre-feasibility study: A pre-feasibility study on Golpu was completed and the results released in August 2012. The study allows the Wafi-Golpu Joint Venture participants to report a substantially increased mineral reserve estimate for Golpu. Block caving is the mining method proposed for Golpu, with two lifts to an aggregate depth of 1.45km. Drilling beneath Lift 2 has returned significant high grade intersections and mineralization remains open at depth. The development capital costs and resulting preliminary valuations demonstrate a sound business case that supports the updated Mineral Reserve estimate associated with developing Lifts 1 and 2 at Golpu.

The Wafi-Golpu Joint Venture partners are engaging with key stakeholders (including the PNG and provincial governments, landholders and community representatives) to ensure clear alignment on the objectives and requirements for the project development, key elements of the next phase of work and how the project would proceed in the medium term. In addition, capital costs which have been estimated to PFS level are now being closely evaluated to assess what opportunities exist to further refine them given the continuing weaker global economic conditions. It is anticipated that, subject to satisfactory resolution on these outstanding matters, Harmony and Newcrest will progress the Golpu project into the feasibility study phase during the first half of 2013.

Highlights of the Golpu pre-feasibility study:

• Excellent potential for further mineral discoveries in the region.

• Golpu deposit – a large, low cost, long life, block cave mining operation:

• Updated Golpu probable mineral reserve estimate containing 12.4 million ounces of gold and 5.4 million tonnes of copper for 38.9 million gold equivalent ounces. ⁽¹⁾

• Drilling within the Lift 1 post completion of the study have returned higher grades than modelled in the Mineral Reserve, thus there is grade upside potential to the Mineral Reserve estimate.

• First production by 2019, subject to approvals and feasibility study.

• Mine life of 26 years and annual production reaches 490 thousand ounces of gold and 290 thousand tonnes of copper during the period 2026 to 2035 under the PFS base case scenario.

• First quartile cash costs (whether measured by gold or copper unit cost).

• Estimated capital cost to first production of US$4.85 billion. This estimate is at PFS level and capital costs are undergoing further evaluation with the objective of optimizing these.

• Harmony has budgeted US$114 million for study and drilling program costs for fiscal 2013 and the Company’s share of expenditure for the feasibility study is estimated to be in the order of US$400 million, over half of which would comprise expenditure on additional resource definition drilling and early stage access decline development.

• Total capital expenditure to first production occurs over a 6 year period. Harmony expects to be able to fund its share of the capital expenditure largely from operating cashflow (see Investor Day presentation).

• High grade drill intercepts occur at depth indicating good potential for a third mining lift.

• Further metallurgical test work is expected to optimize the metal recoveries assumed in the PFS.

• The Wafi deposit is in concept study, with completion expected later this calendar year.

⁽¹⁾  Gold equivalent based on US$1400/oz Au and US$3.50/lb Cu with 100% recovery (figures above quoted on a 100% basis with 50% attributable to Harmony).

The PNG Government can exercise an option to take up to a 30% interest in the project as an equity participant in the expenditure up to the grant of the mining lease.

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Additional elements of the projects include social and environmental programs, statutory permitting and licensing, and community agreements; all necessary to advance the project to development. These aspects are being progressed within the scope of the project execution plan by dedicated in-country staff who are closely engaged with the relevant stakeholders and government agencies. Defining the pathway to an approval to mine, including plans for managing environmental and social impacts, a basis of agreement with government and community stakeholders and gaining adequate security of tenure are critical in any development.

Wafi Transfer Structure & Regional Targets

Introduction: The Wafi structural corridor is constrained between the faulted contact of the Babwaf conglomerate and the Owen Stanley metamorphics. It comprises over 25km of strike with 17km covered by MMJV tenements and which host a number of prospects defined by high-tenor gold and copper-gold geochemistry in stream sediment sampling. The entire corridor ranks as a high-priority target for major mineralized gold and porphyry copper-gold systems similar to Wafi-Golpu. Drilling activities focused on the Zimake and Kesiago prospects with target generation along the remainder of the structure.

Geology: The Wafi Transfer structure separates the Tertiary Babwaf conglomerate in the west from Jurassic and Cretaceous metasedimentary rocks of the Owen Stanley Metamorphic group in the east. Regional magnetics show the contact is intruded by a number of magnetic intrusive bodies similar to those at the Wafi-Golpu project and suggest excellent potential for additional mineralized porphyry copper-gold and related gold deposits.

Project Status:

Zimake: The Zimake prospect lies approximately 12 km north-east of Wafi-Golpu. Ridge and spur soil sampling outlined highly anomalous zone of copper and gold in soils, over a 1.5 km area. Peak assays included 0.5 g/t Au and 0.2% Cu. The anomaly is associated with a bulls-eye magnetic target, and is prospective for porphyry copper-gold mineralization similar to Golpu.

Two holes were drilled to test this anomaly. The initial drillholes did not encounter economic mineralization but intersected unaltered hornblende diorite. Minor chalcopyrite occurs as vein infill, with very weak epidote alteration. The presence of chalcopyrite may explain the surface geochemical anomaly however further drilling is targeting the potassic altered hornfelsed margin of the diorite, which may be a focus for mineralization.

Kesiago: The Kesiago prospect lies approximately 5km south-west of Wafi-Golpu on the Wafi Transfer structure. Historical drilling obtained a best drill intercept of 337.4m at 0.25g/t Au and identified potential for a mineralized porphyry system with characteristics similar to Golpu. One hole, KDH009, was drilled and returned a result of 246m at 0.6 g/t Au from surface.

Mineralization is associated with a base metal-quartz-carbonate stockwork zone which decreases in intensity to 400m and transitions to propylitic alteration. The intercept is located at the interpreted intersection of the Nambonga and Rafferty’s fault and may be indicative of porphyry mineralization at depth. A second deep follow-up hole is underway.

Hidden Valley ML Exploration

Brownfields Exploration Project Status: Work to delineate additional resources and delineate high-grade feedstock for Hidden Valley continued on two fronts:

• generative work targeting the Watut fault commenced. 137 soil samples were collected as part of a systematic program to generate new targets along strike to the northwest of Hidden Valley; and

• Kerimenge-Kulang trend: drill pad and set-up with drilling underway.

In addition detailed mapping has defined excellent potential for high quality, accessible limestone source immediately north of the Hidden Valley mining lease, on which drilling is currently taking place.

Mungowe/Heyu prospect (EL497): Drilling at the Heyu prospect was designed to test the Morobe Granodiorite for a large scale bulk minable deposit, similar to Hidden Valley. Hole 1 intersected several base metal carbonate zoned below mineralized structures mapped at surface, together with veined and altered granodiorite at depth. Initial results include:

HEYD001:	8m at 1.61 g/t Au from 287m
	8m at 0.53 g/t Au from 592m

Results support the interpretation for Au mineralization as “leakage” into hanging wall metasediments from Hidden Valley style mineralization at depth. The results are not economic but encouraging and further work for fiscal 2013 is planned.

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Limestone Project: Although not gold related, but certainly important for the operations at Hidden Valley, is a supply of hard rock and preferably limestone. Mapping of the limestone bodies nearby at Hikinangowe and Mungowie over 25km² was undertaken to define a limestone source for at the site. The exercise has been highly successful with a continuous limestone body mapped over a 4 km strike length, ranging from several to tens of meters thick.

The limestone unit lies approximately 3.5 km north of the Hamata open-pit, is relatively accessible from the mine access road and has potential for significant tonnage with little to no overburden. Access to hard rock and limestone will have a positive influence in reducing operating costs and mitigating Acid Rock Drainage at Hidden Valley.

Other — Morobe regional exploration

The highlight of the regional generative exploration activities is the Garawaria prospect which could be one of the largest and most prospective Au anomalies ever developed on the Morobe tenement package.

Mapping and trenching has revealed significant surface mineralization. 122 trench samples were collected and results have confirmed the prospectivity outlining a bedrock gold target over 600m of strike with +1g/t values. Individual trench results included 99m at 2.11 g/t Au, 12m at 2.06 g/t Au, and 12m at 1.21 g/t Au.

Mineralization occurs associated with a hydrothermal breccia, intensely silicified with abundant dark fine grained pyrite. Dickite and alunite identified with the mineralization suggests a high sulphidation epithermal system and potential for porphyry copper gold mineralization at depth.

A drill program is planned for fiscal 2013.

Regional greenfields exploration work continued over the other tenements to develop the project pipeline.

100% Harmony PNG tenements

A total of A$10.5 million (K23 million) was spent on greenfields exploration outside of the Morobe JV on Harmony-owned projects in fiscal 2012 where work is now focused on three key projects:

• Mount Hagen: One of the highest tenor copper-gold anomalies in the belt of rocks extending between the Frieda River and Yandera Cu-Au-Mo projects, targeting on the Kurunga intrusive complex (porphyry-related gold, copper and molybdenum) and a major epithermal gold target at Penamb prospect;

• Amanab: Located in Sandaun Province of western PNG, some 160km north of the Ok-Tedi copper-gold mine, targeting vein stockwork hosted gold mineralization; and

• Tari: Located in the Southern Highlands Province, around 50km south-west of Porgera, targeting porphyry copper-gold and associated gold – base metal skarn mineralization.

HGEL now holds interest in over 4,254km² of exploration tenure in PNG. A budget of A$14 million has been approved for fiscal 2013.

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HGEL tenement portfolio:

Mount Hagen Project (Harmony 100%)

Introduction: The Mount Hagen project forms a contiguous block of tenure covering 994km² in the Western Highlands region. Over the past two years, exploration work at Mount Hagen focused on the Kurunga Intrusive Complex with the aim of completing first pass exploration over the target by December 2012.

Project Status: Drilling has been completed at Kurunga, Penamb and Bakil prospects for a total of 10,200m. Reconnaissance exploration activities comprised of ridge and spur soil sampling and mapping, rock chip and stream sediment sampling. Three main anomalies have been identified, with a copper-gold system at Kurunga prospect, epithermal-style gold mineralization at Penamb East and a copper-molybdenum porphyry system at Penamb (possibly similar to the Yanderra Cu-Mo porphyry). Drilling to date has defined a 400m zone of +0.1% copper at the Penamb porphyry prospect associated with outer potassic style alteration.

All five drill holes have obtained significant intercepts of anomalous copper mineralization:

PNDD001;	285m at 0.1% Cu, 83 Mo from 63m
PNDD002;	144m at 0.1% Cu, 27ppm Mo from 32m
	190m at 0.1% Cu, 47ppm Mo from 193m
PNDD003;	225m at 0.1% Cu, 87ppm Mo from 456m
PNDD004;	379m at 0.1% Cu, 135ppm Mo from 198m
PNDD005;	264m at 0.13% Cu, 107ppm Mo from 20m

Follow-up drilling during fiscal 2013 aims to expand this footprint and determine vectors to high grade mineralization.

To the north-east of Penamb prospect on EL1611, a 3km anomalous zone in excess of 0.5 g/t gold has been defined from stream sediment and soil sampling programs which will also see drill testing over the coming months.

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Amanab Project (Harmony 100%)

Introduction: The Amanab Project covers 466km² in the West Sepik Province and encompasses the Amanab alluvial goldfield, which is one of 17 recognized alluvial goldfields on the PNG mainland.

Regional geology includes Cretaceous metamorphic (phyllites, slates, marble and volcanics) intruded by younger metadiorites and there is a major anomalous stream sediment footprint. Magnetic anomalies at Amanab may reflect intrusions at depth and as an under explored area with no drill testing for the hard rock source it makes it highly prospective for large-scale epithermal gold deposits (+2Moz) and porphyry copper-gold deposits.

Project Status: Ridge and spur soil sampling has been encouraging with first pass sampling returning values up to 13.8 g/t gold. 70 line km’s of mapping has also been undertaken on the project and over 1100 surface samples collected. As a result a high tenor gold anomaly with a footprint of over 5km of strike and rock chip values to 39 g/t gold has been developed, associated with northwest trending structural breaks in the magnetics. Drill testing is being planned.

Tari Project (Harmony 100%)

Introduction: The Tari Project consists of one granted exploration license and one exploration license application encompassing some 2,804km² of tenure in the Southern Highlands. Regional data assessment identified the tenements as being highly prospective for an Ok-Tedi-style copper-gold system. Key porphyry-epithermal gold targets have been identified at Kopiago and Parero Creek on the Porgera transfer structure some 30 km southwest of Mount Kare. Geologically the tenements are located in Miocene carbonates, intruded by Late Miocene/Pliocene dioritic to monzonitic intrusions within the Papuan Fold Belt. The Lake Kopiago magnetic target is conspicuous as being intensely fractured by dominant NE trending fault systems, similar to the Porgera NE trending transfer.

Project Status: Following the tenement grant in March 2012, field work at Kopiago has included reconnaissance mapping and a detailed airborne magnetic-radiometric survey. Results have highlighted a bulls-eye magnetic target associated with strong pervasive propylitic altered intrusives. Previous explorers identified lead, zinc, and copper mineralization associated with hornblende porphyry sills intruding limestone, and gold bearing magnetite skarns on the perphery.

REGULATION

Mineral Rights

South Africa

South African law no longer provides for the separate ownership of surface and mineral rights. Prior to the promulgation of the MPRDA on May 1, 2004, it was possible for one person to own the surface of a property, another to own rights to precious metals, and yet another to own rights to base minerals. In terms of the MPRDA, all mineral rights in South Africa are now vested in the South African State. The principal objectives of the Act are:

• to recognize the internationally accepted right of the state of South Africa to exercise full and permanent sovereignty over all the mineral and petroleum resources within South Africa;

• to give effect to the principle of South Africa’s custodianship of its mineral and petroleum resources;

• to promote equitable access to South Africa’s mineral and petroleum resources to all the people of South Africa;

• to substantially and meaningfully expand opportunities for HDSAs including women, to enter the mineral and petroleum industry and to benefit from the exploitation of South Africa’s mineral and petroleum resources;

• to promote economic growth and mineral and petroleum resources development in South Africa;

• to promote employment and advance the social and economic welfare of all South Africans;

• to provide security of tenure in respect of prospecting, exploration, mining and production operations;

• to give effect to Section 24 of the South African Constitution by ensuring that South Africa’s mineral and petroleum resources are developed in an orderly and ecologically sustainable manner while promoting justifiable social and economic development; and

• to ensure that holders of mining and production rights contribute towards socio-economic development of the areas in which they are operating.

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Under the MPRDA, tenure over established mining operations is secured for up to 30 years (and renewable for periods not exceeding 30 years each thereafter), provided that mining companies applied for new-order mining rights over existing operations within five years of May 1, 2004, or before the existing right expired, whichever was the earlier date and fulfilled requirements specified in the MPRDA, its Regulations and the Mining Charter.

The Mining Charter was signed by the government and stakeholders in October 2002 and contains principles relating to the transfer, over a ten-year period, of 26% of South Africa’s mining assets (as equity or attributable units of production) to HDSAs, as defined in the Mining Charter. An interim target of 15% HDSA participation over five years was set and to this end, the South African mining industry committed to securing financing to fund participation of HDSAs in an amount of R100 billion within the first five years of the Mining Charter’s tenure. The Mining Charter provides for the review of the participation process after five years to determine what further steps, if any, are needed to achieve the 26% target participation. In order to measure progress in meeting the requirements of the Mining Charter, companies are required to complete a “Scorecard”, in which the levels of compliance with the Mining Charter can be ticked-off after five and ten years respectively. The Mining Charter and Scorecard require programs for black economic empowerment and the promotion of value-added production (mineral beneficiation), such as jewelry-making and other gold fabrication, in South Africa. In particular, targets are set out for broad-based black economic empowerment in the areas of human resource and skills development; employment equity; procurement beneficiation and direct ownership. In addition, the Mining Charter addresses socio-economic issues such as migrant labor, mine community and rural development, and housing and living conditions.

Following a review of the progress made by the mining industry after five years of implementing the provisions of the Mining Charter, the DMR recently amended the Mining Charter and the Revised Mining Charter was released on September 13, 2010. The requirement under the Mining Charter for mining entities to achieve a 26% HDSA ownership of mining assets by the year 2014 has been retained. Amendments to the Mining Charter in the Revised Mining Charter include, inter alia, the requirements by mining companies to:

(i) facilitate local beneficiation of mineral commodities;

(ii) procure a minimum of 40% of capital goods, 70% of services and 50% of consumer goods from HDSA suppliers (i.e. suppliers of which a minimum of 25% + 1 vote of their share capital must be owned by HDSAs) by 2014. These targets will however be exclusive of non-discretionary procurement expenditure;

(iii) achieve a minimum of 40% HDSA demographic representation by 2014 at executive management (board) level, senior management (EXCO) level, core and critical skills, middle management level and junior management level;

(iv) invest up to 5% of annual payroll in essential skills development activities; and

(v) implement measures to improve the standards of housing and living conditions for mineworkers by converting or upgrading mineworkers’ hostels into family units, attaining an occupancy rate of one person per room and facilitating home ownership options for all mineworkers in consultation with organized labor.

All targets must be achieved by 2014.

In addition, mining companies are required to monitor and evaluate their compliance to the Revised Mining Charter, and must submit annual compliance reports to the DMR. The Scorecard makes provision for a phased-in approach for compliance with the above targets over the five year period ending in 2014. For measurement purposes, the Scorecard allocates various weightings to the different elements of the Revised Mining Charter. Failure to comply with the provisions of the Revised Mining Charter will amount to a breach of the MPRDA and may result in the cancellation or suspension of a mining company’s existing mining rights.

We actively carry out mining and exploration activities in all of our material mineral rights areas. Accordingly, the MPRDA has not had a significant impact on these mining and exploration activities because we applied for and were granted the conversion of all of our old-order mining rights into mining rights in terms of the MPRDA. We now have to comply with the required annual and bi-annual reporting to the DMR on the Social and Labor Plans, Environmental Management Programs, and Progress Reports on our prospecting rights.

We have already complied with the requirements of the Mining Charter, with regards to HDSA ownership and our effective ownership as defined by the Mining Charter is 28%. We have been working on our program of licensing since 2004, which involved the compilation of a mineral assets register and the identification of all of our economic, mineral and mining rights. We have secured all “old mining rights” and validated existing mining authorizations. Our strategy has been to secure all strategic mining rights on a region-by-region basis.

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The conversion of mining rights for our operations were granted except for the Doornkop extension (part of the tribute agreement with Durban Roodepoort Deep) and the Lorraine mining right have not been converted as yet. However, both applications for conversion were submitted for approval before the deadline. The Doornkop extension has been approved by the regional office of the DMR but it is still with the Black Economic Empowerment department of the DMR at its head office. Other than these two areas awaiting final approval from the DMR, all of our mining areas are secured/supported by new-order mining rights.

The Mineral and Petroleum Royalty Act 28 of 2008 and the Mineral and Petroleum Royalty Administration Act 29 of 2008 were assented to on November 21, 2008 with the commencement date set as May 1, 2009. However, the date on which royalties became payable was deferred to March 1, 2010. Royalties are payable to the government according to formula based on earnings before interest and tax. This rate is then applied to revenue to calculate the royalty amount due, with a minimum of 0.5% and a maximum of 5% for gold. For fiscal 2012, the average royalty rate for our South African operations was 0.92% of gross sales.

The MPRDA intends to, among other things:

• give effect to the Minister’s stated intention to promote investment in the South African mining industry;

• establish objective criteria for compliance with the MPRDA’s socio- economic objectives;

• remove the technical deficiencies of the MPRDA;

• align the MPRDA with the Promotion of Administrative Justice Act, 2000; and

• coordinate the environmental requirements between the MPRDA and the National Environmental Management Act.

Papua New Guinea

According to the Mining Act of 1992 (PNG) mineral rights in PNG belong to the government of PNG and they have a statutory right to obtain up to a 30% participating interest in mining development projects. The government then issues and administers mining tenements under the relevant mining legislation, and mining companies must pay royalties to the government based on production.

The key difference in PNG is that citizens have the right to carry out non-mechanized mining of alluvial minerals on land owned by them. These customary rights do not extend over a mining lease, unless an alluvial mining lease is obtained.

Almost all land in PNG is owned by a person or group of persons, and is not generally overlaid by landowner title issues. There is, however, considerable difficulty in identifying landowners of a particular area of land because land ownership may arise from both contract and inheritance, and because of the absence of a formal written registration system.

Prior to commencing exploration, compensation for loss or damage must be agreed with the landowners. Prior to commencing mining, a written agreement must be entered into with landowners dealing with compensation and other matters.

In PNG, Morobe Consolidated Goldfields Limited and Newcrest PNG 1 Limited hold a mining lease and various exploration licenses granted by the Minerals Resource Authority for the Hidden Valley Project. Both parties have obligations under a memorandum of agreement with the state, local government and the landowners.

Wafi Mining Limited and Newcrest PNG 2 Limited hold various exploration licenses granted by the Minerals Resource Authority for the Wafi-Golpu Project, and have entered into a compensation agreement with landowners on one of its exploration licenses.

HGEL manages three main project areas which include the Amanab project in the Sandaun Province, Mount Hagen project in the Western Highlands Province and Tapini project in the Central Province. A fourth project area, Tari project in the Southern Highlands was granted a tenement in 2012 and another application remains pending.

In PNG there are no applicable exchange control restrictions but the PNG central bank does have to be informed of all transactions and has to approve lending facilities and interests rates charged.

Environmental Matters

We are committed to conducting our business in an ethically, morally, socially and environmentally responsible manner that will protect human health, natural resources and the environment in which we live. We aim to balance our economic, social

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and environmental goals and responsibilities to achieve sustainable, profitable growth in our business and, more importantly, to work with communities and regulatory agencies to implement sound management practices which will ensure that our mining is conducted in an environmentally-safe manner. In addition, with regard to legacy mining impacts, we remain committed to identifying and implementing coordinated remediation plans that are acceptable to all relevant parties.

South Africa

Harmony has recently approved its environmental strategy which is geared towards:

• managing the business with environment as an integral part of the business processes;

• focusing relentlessly on effectiveness of risk controls;

• reducing the environmental liability in the organization; and

• create a sharing, learning, challenging and innovative environmental culture.

Environmental compliance is monitored through internal and external audits and technical audits.

Ultimate oversight for environmental strategy and performance in Harmony rests with the Social and Ethics Committee of the board. In addition to an executive environmental manager, an environmental leadership committee drives environmental improvement strategically at group level, which cascades down to the various operations. At each operation, general managers are accountable for environmental management, and each operation develops annual environmental management plans to identify opportunities to increase compliance and minimize pollution.

In support of the above strategy, our environmental policy stipulates that:

• By the very nature of our business, we impact on the environment yet we aspire to leaving a net positive legacy wherever we operate. Excellence in environmental performance is essential to our business success.

• Wherever we operate, we aim to prevent pollution, or otherwise minimize, mitigate and remediate, harmful effects of our operations on the environment.

• We will ensure that compliance with all applicable environmental laws and regulations is the foundation on which we build our environmental performance.

• We will promote active partnerships with government, community, labor and other relevant organizations for environmental protection and conservation at international, national, regional and local levels.

• We will develop, implement and maintain environmental management systems to drive continual improvement throughout Harmony.

• We will set and achieve targets that promote efficient use of resources and reduce environmental exposure, and will report on progress to relevant internal and external stakeholders.

• We will manage hazardous substances safely and responsibly.

• We will contribute to biodiversity protection considering ecological values and land-use aspects in investment, operational and closure activities.

• We will ensure transparent engagement or environmental issues with communities affected by our operations and consider their views and concerns in our decision-making.

• We will close our mines in a manner that allows for reclamation of land by self-sustaining communities.

To address and minimize the impact of the Company’s operations on the environment, taking into account regulatory requirements, the board has approved a number of five year targets relating to emissions to air, water consumption and usage, energy consumption, recycling and land use based on fiscal 2008, namely:

• Compliance

The Company will reduce the number of significant incidents to zero.

• Air Pollution

All sites with emissions >100,000 tonnes per year CO2 equivalent have achieved the target of having and maintaining energy conservation plans.

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Harmony’s aggregate group target for reduction in energy consumption per ton milled is 10% by 2013, based on a 2005 base year.

Harmony’s aggregate group target for reduction in GHG per ton milled is 5% by 2013, based on a 2005 base year.

• Biodiversity

All sites will have a biodiversity action plan by 2013, which is subject to impending changes to legislation.

• Water Management

The aggregate group target for reducing fresh water consumption per ton milled is a 5% improvement by 2013, based on a 2008 base year.

The aggregate group target for recycling water is 5% by 2013, based on a 2008 base year.

• Land Use

The aggregate group target is a 5% reduction in the land available for rehabilitation.

• Energy Management

Each operation exceeding 100 000 tonnes CO2e emissions must develop and maintain energy conservation plans by 2012. Group aggregate target of a 10% reduction in energy consumption by 2013, based on a 2005 base year.

Environmental performance

Use of resources

Water

Harmony’s operations use significant amounts of water, and access to this resource is vital for the growth of our assets. Although we have an adequate supply at present, water is fast becoming a competitive resource. A group-wide campaign to reuse process water and optimiz e water retreatment is producing excellent results.

Our South African operations do not draw water directly from surface sources, except for Kalgold which draws water from the aquifer. Water is sourced from:

• bulk water service providers and municipalities;

• surface water run-off;

• water that ingresses into deep-level mining operations and is then pumped to surface;

• recycled water; and

• boreholes.

The Far Western Region Dolomitic Water Association is dealing with a number of water-related issues in the area, including an exercise to remediate the impact of radiation in the Wonderfonteinspruit catchment. While Harmony is a member of the committee working to reduce the impact on this area, it has no operational involvement in the upper region of this catchment, highlighted as the first area requiring intervention. Only one site may be linked to our operations, but this was deemed of lower environmental risk by an intergovernmental team and not requiring any urgent intervention. Harmony considers that any exposure in this catchment is limited and manageable.

KOSH acid mine drainage: Harmony carried a third of the costs of pumping and treating fissure water in the Klerksdorp, Orkney, Stilfontein and Hartbeesfontein (“KOSH”) Basin for nearly five years. This followed a directive from the Department of Water Affairs. Once the land in question was sold to another mining group in 2009, Harmony requested the department to withdraw the directive given that the relevant section (section 19) of the National Water Act does not provide for holding people responsible for pollution in perpetuity once they are no longer connected to the land. After the department refused to withdraw the directive, Harmony lodged an application in the High Court to have this set aside. The case was heard in October 2011 and judgment handed down in June 2012. The judge dismissed Harmony’s application to have the directive set aside and made no order on cost, stating his view that Harmony was not a frivolous litigant as it “… raised constitutional issues of importance aimed at vindicating a constitutional principle of legality”. Harmony has applied for leave to appeal. Potential exposure to the Company at June 30, 2012 was approximately R26 million.

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Our current focus is on improving our understanding of the groundwater and surface water regimes. In the last year, geo-hydrological assessments were undertaken in the Free State region, at Evander, Kalgold and Doornkop. In terms of acid mine drainage, the studies confirm there is no risk of decant from the Free State operations, Evander or Kalgold. From the perspective of surface water pollution, rehabilitation is being prioritized at the joint metallurgical scheme site and the acid plant site in the Free State, as well as at decommissioned shafts in the Free State, Winkelhaak and Deelkraal plants.

Water is being discharged from our Doornkop operation under directive but is in the process of being licensed. Based on the draft licence received, Doornkop is able to comply with its licensing conditions. An intensive water-monitoring program is in place and reporting to the regulator takes place routinely.

Energy consumption

Our energy consumption is largely in the form of electricity drawn from South Africa’s power utility, Eskom, which in turn is primarily driven by coal-fired power stations. Hoisting, cooling and ventilation systems all need electrical power, making Harmony a major user of electricity. Energy is therefore a significant and growing portion of our operating costs, given rising electricity tariffs.

After the electricity supply crisis in 2008/2009, domestic tariffs have increased steadily and are scheduled to rise further in the year ahead. Following a 25% hike in fiscal 2010 and 2011, with a further 16% in fiscal 2012, and are expected to increase by 16% in fiscal 2013. These cumulative increases have catapulted energy efficiency from an environmental consideration to a business imperative.

South Africa’s 2005 energy efficiency strategy set a national improvement target of 12% by 2015. As industrial and mining companies are the largest users of energy in South Africa, these sectors have been set a final energy demand reduction target of 15% by 2015.

NERSA approved the renewable energy feed-in tariff guidelines in April 2009. While there is still debate on certain issues in these guidelines, this is expected to stimulate the development of renewable energy in the country once it becomes more financially feasible to invest in alternative energy options.

Harmony is committed to reducing its energy consumption and has worked closely with Eskom to manage its electricity use and peak demand both before and after the energy crisis. The Company has a number of efficiency projects under way. Harmony has also actively engaged with Eskom in demand-side management (“DSM”) strategies to reduce electricity consumption during peak periods such as early morning and late afternoon. This involves measures such as timing pumping to coincide with cheaper off-peak periods, making more efficient use of Eskom tariffs that reward load-shifting, and improving the efficiency of pumping operations.

We installed sophisticated equipment and variable speed motors that reduce the surge in power consumption when a pump is started. While the software supporting these systems has been complex and costly to develop and implement, significant savings are reflected in lower electrical energy consumed despite the 7% increase in rock mined. We have several projects that have been approved by Eskom for partial DSM funding and several more that have been submitted to Eskom for approval. Seven more energy efficiency projects are in the final stages of investigation.

Climate change and greenhouse gas emissions

Harmony remains focused on reducing the use of fossil fuels and developing initiatives to mitigate and absorb GHGs to reduce its carbon footprint. During fiscal 2012, our total electrical energy use dropped 5.7% to 3,354,273MWh (fiscal 2011: 3,428,706MWh) for our South African operations.

In 2011, Harmony submitted its fourth response to the Carbon Disclosure Project. The year-on-year progress is encouraging; in fiscal 2012, we scored 91% to rank 4^th of 71 companies (in fiscal 2011 we scored 74% to rank 17^th among 71 companies).

GHGs are emitted directly by Harmony’s operations and indirectly as a result of consuming electricity generated by external utilities. Emissions from electricity consumption are indirectly attributable to Harmony’s operations. There are currently a number of international and national measures to address or limit GHG emissions, including the Kyoto Protocol and the Copenhagen Accord, in various phases of discussion or implementation.

The countries in which Harmony operates – South Africa and PNG – are non-Annex I countries and do not have emission reduction targets under the Kyoto Protocol in the first commitment period, ending 2012. Following recent environmental summits, including the one hosted in South Africa in 2011, South Africa has committed voluntarily to 30% clean energy by 2025, aiming for the country’s GHG emissions to peak by 2020–2025, plateau for a decade and then decline by 40% by 2050. These targets were set out in the National Climate Change Response Policy, endorsed by the South African cabinet in October 2011.

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In line with this aim, the country’s key carbon-emitting sectors, including energy and transport, have until October 2013 to finalise ‘carbon budgets’ and appropriate strategies to support these targets. Adopting a carbon budget model reflects government’s acceptance of the relative energy and carbon intensity of the economy and the need to create the setting required for industries to make the transition to a more carbon-constrained environment.

The Minister of Water and Environmental Affairs noted that government would actively consult with industry on developing carbon budgets to identify an “optimal combination” of mitigation actions to strike a balance between South Africa’s socio-economic imperatives, especially creating and preserving jobs, as well as the need to manage climate change impacts and contribute to global efforts to stabilise GHG concentrations.

In February 2012, the South African finance minister announced that a carbon tax would be implemented in the financial year spanning 2013–2014. The proposal is to implement the tax at a fairly low level, and define a rising price path over time – at this stage, a carbon tax of US$16/t (South African R120/t of CO2e) is expected in 2013, increasing annually to 10% by 2019.

The South African National Treasury has established a working group comprising a number of different industries to evaluate the impact of this proposed tax on the different sectors of industry. Harmony is participating in this initiative, as is the Chamber of Mines.

As our current mines have a life expectancy of up to 25 years, we are undertaking capital projects to sustain and increase production at Phakisa, Doornkop, Kusasalethu, Tshepong and Hidden Valley operations. These expansions will extend our mining operations by ten years or more, by which time GHG regulations are expected to be a permanent feature of the global economy. Future climate change regulation will therefore need to be considered for all Harmony’s extensions and acquisitions. All new greenfields and brownfields projects are required by company policy to consider the impact of climate change in their design and planning.

While Harmony is not conceptually opposed to using financial instruments as incentives in reducing emissions, we are concerned about the potential impact on the industry’s competitiveness. We are working with both the industry task team on climate change and the Chamber of Mines to understand the implications for our business and optimal mechanisms to further promote emission reduction.

Harmony’s exposure to Australian legislation is limited as the operations we owned there have been sold or are under care and maintenance. PNG’s national office of climate change and environmental sustainability is studying the potential for future economic growth to be driven by renewable energy. Along with other Pacific Island countries, PNG has adopted a framework for action on climate change 2006 to 2015 and a disaster risk reduction and disaster management framework for action. The implications of these structures on Harmony’s operations in PNG have not yet been established and studies are on-going.

The largest portion of GHG emissions is predominantly electricity-related, with electricity expenditure amounting to 15% of Harmony’s operational costs in South Africa. While cost management is clearly a strategic issue for Harmony, of even greater importance is that energy supply be constant and reliable, given the implications of loss of energy on both production and health and safety. GHG emissions regulations, which would increase the price of energy, will affect Harmony significantly, as will regulation that stipulates emission thresholds, or sets technology standards that may result in insecure energy supply. Already certain compliance costs from power suppliers are being passed on to the Group in the form of price increases. For instance, in South Africa since 2009, Harmony has paid a levy of R0.02 per kilowatt hour for electricity generated by fossil fuels. These levies may increase over time and additional levies may be introduced in future in South Africa or PNG, which could result in a significant increase in our costs.

ISO14001 implementation

An ISO14001 Environmental Management System (“EMS”) is being introduced progressively across our operations, and it is planned that the implementation program at the longer-life operations will be completed in 2013. In fiscal 2010, Harmony reviewed its strategy on ISO 14001, deciding that all operations would comply with these standards while all new and long-life assets would be ISO-certified within three years. This decision was aligned to our business strategy for scaling down certain operations while developing others. Given that a few of our assets are reaching the end of their lives, implementing a certification system would add only short-term value. At these operations (Deelkraal and Winkelhaak), the emphasis is on designing and implementing closure plans in line with ISO principles. Long-life assets that will benefit from continuous improvement were therefore prioritized for certification. These long-life assets are: Doornkop, Evander 8, Kusasalethu, Kalgold, Bambanani, Unisel, Masimong, Phakisa, Tshepong, Saaiplaas, Target 1 and 3, Joel and all new projects.

In fiscal 2010, Harmony reviewed its strategy on ISO 14001, and all operations now comply with these standards while all new and long-life assets will be ISO-certified by fiscal 2014. This approach is aligned to our business strategy for building on

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growth and long-term assets. As a few of our assets are reaching the end of their lives, implementing a certification system adds only short-term value. At these operations (such as Deelkraal and Winkelhaak), we are designing and implementing closure plans in line with ISO 14001 principles. Long-life assets that will benefit from continuous improvement were prioritised for certification. These include Doornkop, Evander 8, Kusasalethu, Kalgold, Bambanani, Masimong, Phakisa, Tshepong, Target 1 and 3, Joel and all new projects.

In fiscal 2011, Doornkop plant and Kusasalethu were certified to ISO 14001 standards. Evander shaft was certified in the first quarter of fiscal 2012, with certification for its plant and tailings facility planned for March 2013. Kalgold was certified in the first quarter. Tshepong, Phakisa, Masimong, Target shaft, Target plant and Harmony 1 plant received ISO 14001, OHSAS 18000 and ISO 9000 certification by the end of fiscal 2012. Implementation at other operations is ongoing, and action plans to address all high-risk impacts are under way.

Our PNG operations are on track for certification in fiscal 2013 should the Hidden Valley JV decide to pursue that option.

The EMS forms the basis for the implementation of the environmental policy and monitoring compliance, while the Environmental Management Program Report (“EMPR”) developed in line with legislative requirements, contains specific as well as general principles governing environmental management during the life of the mine. The EMPRs identify individual impacts, mitigation measures and rehabilitation requirements.

Generic closure objectives are set and high-level closure plans formulated within the EMPR, including investigation of the potential for re-use of existing infrastructure, preparation of a rehabilitation plan, rehabilitation and vegetation of the affected area and post-closure monitoring. These EMPRs are legally binding and forms part of our submission for, and receipt, of mining rights conversions.

A group-level environmental audit as well as a number of annual compliance audits were undertaken during the year, most notably by the DMR. Areas of non-compliance identified by the audits have been and are being addressed.

Environmental management and auditing

As required by the MPRDA, an environmental management program have been drawn up for each operation, submitted and approved by the DMR. These plans are amended when necessary and resubmitted to the department.

Integrated water use licences were submitted for all operations as early as 2006. Evander has received its new-order water use licence. Doornkop has received a draft water use licence, and the final licence is imminent. After initially submitting an application in 2006, Kalgold will resubmit its water use licence application to ensure it complies with current legislation.

Other key legislation for the Company includes compliance with the National Environmental Management Act, National Water Act and the National Nuclear Regulator Act. Harmony has received an exemption from the nuclear regulator’s certificate of registration process as radiation levels are fairly low for Kalgold.

Harmony received no environmental fines or sanctions in fiscal 2012.

Significant environmental incidents

Significant incidents are defined as those that have an impact outside the Group’s boundaries, which may cause irreparable harm or which require significant expenditure to remedy. In fiscal 2012, the following significant environmental incidents were reported:

• Kusasalethu – return water dam overflow after failure of mill return water pumps;

• Doornkop – shaft sewage overflow following cable theft;

• Kalgold – failure of French drain during contracted maintenance work;

• Kalgold – unauthorised stockpile of low-grade ore;

• Evander (Kinross) – return water dam overflow into Grootspruit after heavy rainfall;

• Steyn 9 – municipal sewage was discharged into dam, which resulted in an overflow into the receiving environment;

• Saaiplaas – slimes delivery pipeline burst;

• Section 55 instruction issued by DMR for fugitive nuisance dust emanating from the slimes dams.

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All these issues are being addressed through our EMPs.

A few localised environmental incidents were reported in PNG in fiscal 2012, but most were not considered significant as they had no effect on the ecosystem. All incidents were fully addressed.

Financial provision

In accordance with legislation, Harmony has constituted independent environmental rehabilitation trust funds to make adequate financial provision for the expected cost of environmental rehabilitation at mine closure and for the discharge of its obligations and contingent liabilities. Each operation reviews and updates the financial provision for its expected environmental closure liability annually in consultation with a consultant. This estimate is then used to calculate the contributions to be made to the rehabilitation trust funds, and, if necessary, adjustments are made to the trust fund provisions.

The accumulated amount in the various South African rehabilitation trust funds was US$243 million at the end of June 2012 (2011: US$275 million), while the total rehabilitation liability was estimated at US$301 million (2011: US$343 million). We have guarantees for the environmental liabilities amounting to US$47 million. During the year, we contributed US$6 million to the trust funds.

The assets of each mine within each fund are ring-fenced and may not be used directly to cross-subsidize one another.

Papua New Guinea

Our PNG operations are in various phases of activity including exploration, pre-feasibility study and operations build-up. We are subject to applicable environmental legislation including specific site conditions attached to the mining tenements imposed by the PNG Government Department of Environment and Conservation (“DEC”), the terms and conditions of operating licenses issued by the PNG MRA and DEC, and the Environment Permits for water extraction and waste discharge issued by DEC.

All PNG operations have departments and personnel dedicated to environmental matters who are responsible for implementing the Company environmental management programs, monitoring the impact of mining on the environment and responding to impacts that require specific attention outside of the normal program of environmental activities.

Environmental management and auditing

A framework for a Sustainable Business Management System (“SBMS”) is being developed which will comply with relevant Australian and international standards and principles for safety, environment, quality and sustainable development (including AS/NZS ISO14001: Environmental Management Systems, Equator Principles, and the Cyanide Code). This system will be implemented at Hidden Valley during fiscal 2013 and will be implemented at all other MMJV operations in 2014

The PNG DEC commissioned a third party compliance audit of the Hidden Valley mine in 2010 following stakeholder concerns about sedimentation impacts on the Watut River. This led to the development of a DEC-approved environmental improvement plan to address compliance concerns and the appointment of an external stakeholder advisory panel. The Hidden Valley joint venture partners are systematically implementing the environmental improvement plan to the satisfaction of the DEC and local landowners. The project’s relationship with key stakeholders remains good and the joint-venture partners continue to be guided by advice from the stakeholder panel and the technical advisory committee.

Use of resources

Water

The Hidden Valley mine receives an average of three meters of rain each year, coupled with annual evaporation of about 1 meter. The excess rainfall, combined with steep unstable topography, creates significant water management challenges for the project. Rainfall run-off must be controlled to prevent erosion and sediment run-off to the river system. Site-water use must also be conserved to limit volumes of contaminated waste water discharged into the river system. These waste-water streams include sewage effluent and discharge water from the tailings storage facility (“TSF”).

Conserving process water is particularly important because TSF discharge water must first be treated to remove cyanide, and then filtered through activated carbon to remove contaminants prior to discharge. Water is only discharged to maintain a small ponded area on the TSF which, in turn, is necessary to maintain the integrity of the TSF. The minimum volumes of raw water are therefore drawn from the river system for key processes. This draw, however, in combination with high rainfall and low evaporation creates a high positive water balance, necessitating a high rate of discharge from the TSF and limiting the opportunity for process water recycling. Minimizing raw-water use is also important in protecting the project against occasional El Nino droughts when volumes of available river water are greatly reduced.

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As a result of the strong focus on limiting raw-water use, the associated draw for the process plant at Hidden Valley mine reduced during the year, from 1,561,000m³ in 2011 to 1,011,522m³ in 2012.

Construction of the Hidden Valley mine has contributed to sedimentation in the Watut River system. This is causing concern among downstream communities living on the river banks. In fiscal 2010, the joint venture partners commissioned a series of studies to assess current and future impacts on this river system. These sediment, biology and acid mine drainage characterization studies confirmed the impact on the Watut River, partly from activities at Hidden Valley and from other sources along the river.

A team of experienced personnel, supported by an independent advisory committee, is managing a range of remedial actions that includes ongoing assessments of the river, riverine biology and aquatic life.

The joint venture’s fiscal 2011 annual environmental report, as submitted to the DEC, highlighted a number of performance improvements at Hidden Valley compared to the prior year. Notably, sediment emissions were halved and there was no deterioration in levels of dissolved metals at the Nauti compliance point.

Since 2010, we have made significant progress in reducing mine-related sediment in the river.

Energy consumption

In the third quarter of fiscal 2011, Hidden Valley was connected to the new hydropower transmission line, part of the PNG electricity grid. While Hidden Valley is currently only drawing 45% of its requirements from the national grid, this has already significantly reduced reliance on diesel-generated power on site and the amount of fuel to be trucked to this remote site. Management is cautiously confident of securing a higher percentage of grid power in fiscal 2013, with the target of 95% hydro power within the next two years.

Climate change and greenhouse gas emissions

PNG’s national office of climate change and environmental sustainability is studying the potential for future economic growth to be driven by renewable energy. Along with other Pacific Island countries, PNG has adopted a framework for action on climate change 2006 to 2015 and a disaster risk reduction and disaster management framework for action. The implications of these structures on Harmony’s operations in PNG have not yet been established and studies are ongoing.

Harmony is developing a framework for an internal GHG management strategy, including standardized emission measurements and estimation techniques at PNG. In the past, GHG emissions in PNG were only direct and treated as scope 1 emissions as these were derived from diesel generators with no electricity purchased. This changed in fiscal 2011 because Hidden Valley mine, previously under construction, is now fully operational, and was connected to the national grid in March 2011.

Significant environmental incidents

A few localised environmental incidents were reported in PNG in fiscal 2012, but most were considered insignificant as they had no effect on the ecosystem. All incidents were fully addressed.

Financial provision

A closure plan has been developed for Hidden Valley, with a provision for rehabilitation and closure liabilities of US$48.7 million.

Health and Safety Matters

Legislation

For many years, the safety of persons working in South African mines and quarries was controlled by the Mines and Works Act of 1956 and then by the Minerals Act of 1991 which was replaced by the Mine Health and Safety Act. The Minerals Act of 1991 has subsequently been repealed and the MPRDA promulgated. The Mine Health and Safety Act has since been amended by Act 74 of 2008. The objectives of the Mine Health and Safety Act (“MHSA”) are:

• to protect the health and safety of employees and other persons at mines;

• to promote a culture of health and safety;

• to require employers and employees to identify hazards and eliminate, control and minimize the risks relating to health and safety at mines;

• to give effect to the public international law obligations of South Africa that concern health and safety at mines;

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• to provide for employee participation in matters of health and safety through health and safety representatives and health and safety committees at mines;

• to provide for the effective monitoring of health and safety conditions at mines;

• to provide for the enforcement of health and safety measures at mines; and

• to foster and promote co-operation and consultation on health and safety between the DMR, employers, employees and their representatives.

The MHSA prescribes general and specific duties for employers and others, determines penalties and a system of administrative fines, and provides for employee participation by requiring the appointment of health and safety representatives and the establishment of health and safety committees. It also entrenches the right of employees to refuse to work in dangerous conditions. Key amendments to the MHSA include the following:

• training records must be kept;

• employer investigations;

• permanent committees of the MHSC;

• Health and Safety Management system;

• administrative fines increased from R200,000 to R1 million; and

• offences — applicable to the employer.

The South African Government, through the DMR, ordered the institution of audit teams to conduct legal compliance and systems and explosives control audits on mines across all commodities.

It is anticipated that Harmony will incur additional expenditure in order to comply with the prescribed legislative requirements. Management anticipates that such additional expenditure will not have a material adverse effect upon our operational results or financial condition.

Australia, via each state and territory has a well regulated system of occupational health and safety (“OH&S”), comprising legislation (through acts and regulations) and codes of practice. Australia is moving to National OH&S legislation, and draft legislation has been circulated to the various levels of government and industry for consultation. Some of the draft legislation specifically applies to the mining industry, including specific legislation and extensive codes of practice and guidelines. There is also a well-developed certification and licensing system for employees for the usage of certain items of plant and equipment. The legislation governing this area also refers to the many Australian Standards - specifically AS/NZS 4801, which is the Australian Standard and New Zealand Standard for Occupational Health and Safety Management Systems. In the event of injury while at work, employees are protected by a compulsory workers compensation scheme, which are different for each state.

PNG has a significant mining industry, and a developing system of OH&S. The PNG Mining (Safety) Act of 1977 is the principal legislation, which addresses a range of issues such as working hours, minimum safety and reporting requirements. Other legislation and regulations also apply.

Management approach to safety

Harmony’s objective is to eliminate all work-related injuries. To accelerate the execution of our safety and health strategy and further improve safety performance in South Africa, we created an executive position for safety and health in August 2011. The appointed executive has over 18 years’ experience in the mining industry and a good understanding of underground conditions and the working environment to which our underground workers are exposed. Each operation is monitored monthly using a formal review system, while major safety issues are reviewed annually during the health and safety workshop.

Our safety strategy includes behavioural aspects, competency training and development, as well as research and new technologies. We believe safety in the workplace can be addressed only through a co-operative approach that ensures the right infrastructure is in place – from systems and planning, to communication and training. We also believe management and employees must accept joint responsibility for their actions. It is therefore imperative that the working environment empowers people – management, supervisors, workers and union representatives – to stop work and withdraw from the mining area when they feel it is unsafe, or prevent others from acting in an unsafe way.

Equally, safety is about attitudes and mindsets. We have renewed our focus on implementing, communicating and reinforcing safety in the workplace, and created a centralised safety function to coordinate initiatives between regions and mines.

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Guided by an occupational health and safety policy, our cooperative health and safety management framework involves the active participation of management, unions and DMR representatives at all levels, and is aligned with the MHSA.

Safety is a key performance indicator for management and a key component of performance reward for our people. Historically, these bonuses were based on reactive performance measures – we are now developing ways to assess performance on proactive measures.

In line with Harmony’s 2013 milestones, safety management and performance targets have been set, and integrated into the performance parameters at each operation. The 2013 safety milestone is a fatality rate of 0.03 per million hours worked, as agreed by the CEOs of all mining companies and the Mine Health and Safety Council at the 2003 industry safety summit. At Harmony, the steady improvement in the LTIFR is encouraging and proves that the foundation of better safety performance built over the last five years remains intact. Although the long-term trend for both fatalities and LTIFRs is firmly downwards, we accept that we have some way to go to reach these goals. Early results from the major safety initiative under way are encouraging, as detailed in the body of this section.

Health and safety committees are in place at all operations, as required by the MHSA, and full-time health and safety stewards and health and safety representatives have been appointed. There were 61 full-time health and safety stewards in place at the South African operations in fiscal 2012. These committees comprise management and elected employee representatives to ensure the active participation of our people in safety and health management. All safety representatives receive additional training in line with revised Mining Qualifications Authority standards. The committees meet monthly to discuss employee health and safety issues, and formal health and safety agreements are in place at all operations to deal with related issues.

Initiated by the chief executive officer, over the past ten months Harmony has instituted a focused and multifaceted drive to transform the Company’s approach from reactive to proactive by improving the safety culture across all operations through a high-level internal review, developing a short-term action plan, completing a gap audit with field verification, implementing a Harmony culture alignment program and through integrating both the safety management standards (management systems) and safety culture initiatives (people) to function as one strategy.

The first step towards a more sustainable safety performance was to improve our safety management framework. IRCA Global – an internationally-recognised company with expertise in the field of safety, health, environmental and quality management – was contracted to perform a gap audit against global standards in Harmony’s South African operations. Nine operations received total scores above 80%, and five received three- or four-star ratings under international standards. However, common critical shortcomings in safety management identified during the audit were quality of issue-based and continuous risk assessments, managing change, technical planning in terms of risk, managing close-out actions and leadership controls.

Following the review, an improved safety framework for Harmony is being developed and aligned to world best practice (OHSAS 18001). We plan to roll this out during fiscal 2013 and fiscal 2014 in tandem with appropriate training.

A high-level internal safety audit team of mining and safety experts was established in the third quarter of fiscal 2012. The team’s main objective is to verify conditions in risk areas at Harmony’s operations and establish the effectiveness of existing management systems to ensure the safety of employees. The team will also review the implementation level of strategic health and safety programs and standards at all operations. The first audit was completed at Joel in the third quarter of fiscal 2012, and it will take six months to cover all South African operations. Each audit report is reviewed by the chief executive, who ensures gaps are effectively addressed.

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Safety literacy remains a material issue. To address this, e-learning programs (spanning safety and refresher training) are in place at Masimong, Tshepong, Phakisa, Target and Doornkop. In addition, pictorial briefs are used at shaft level and we are implementing virtual reality training to improve risk identification.

In South Africa, the DMR remains vigilant about ensuring compliance with safety legislation. Harmony continues to work closely with the department to resolve issues, minimize safety stoppages and ensure that all safety standards are implemented and enforced at our operations. In fiscal 2012, Section 54 stoppages (for safety) by the DMR resulted in an estimated 1,570kg of lost gold production for Harmony.

Safety performance at Hidden Valley in PNG is monitored by Harmony’s regional executive committee. As this is a line management responsibility, safety managers at each operation report through steering committees to this executive committee, which in turn reports to the Harmony executive committee, social and ethics committee and technical committee of the board. Safety strategy is guided by Harmony’s health and safety policy.

In PNG, the joint venture partners continue to make good progress in developing a sustainable business management system aligned to ISO standards. Following the ISO 14001 phase 1 certification audit in 2012, the system will be externally audited every two to three years against these standards. The partners also developed a crisis and emergency plan during fiscal 2012. Identifying and managing workplace hazards is an important element in improving safety performance in PNG, with site-level risk assessments ensuring each job is completed safely and efficiently. In addition, the hazard identification and risk assessment approach is being successfully implemented, supported by ongoing training and coaching.

Performance is measured against agreed indicators. In fiscal 2012, field-level risk assessments were successfully rolled out at Hidden Valley mine and the top ten risks for each section identified. This was accompanied by further education for the workforce, and specific training for high-risk aspects such as defensive driving. Following a safety management plan review with all contractors in the prior year, specific safety performance indicators were developed for each contractor as per the requirements of the PNG Mineral Resources Authority and monitored monthly by safety managers during the review period. The benefits are expected to result in an improved LTIFR for the new financial year.

At the Wafi -Golpu site, a dedicated manager is developing the health and safety management plan. Site-specific controls have reduced vehicle incidents, while improved drainage and monitoring processes are reducing the potential for landslides.

Criminal mining

In South Africa, illegal mining remains a concern at many Free State gold operations, not only Harmony mines. In addition to significant safety and health risks for our own employees and for the illegal miners, there is a substantial associated cost in terms of destroyed assets and infrastructure, security and loss of skills (if employees are involved). Ultimately, this impacts on investment and job creation.

Illegal mining is a complex issue, and there is no simple solution. We are encouraged by the rising level of cooperation between mine managers, authorities, unions, employees, communities and non-governmental organisations.

We continue to liaise with the DMR, the South African Police Service, the South African Justice Department, private security companies and affected communities. In fiscal 2010, the charge for illegal mining was amended from ‘petty’ to ‘serious’ by the Department of Justice and Correctional Services. We believe that prison sentences, as opposed to negligible fines, are a stronger deterrent.

Harmony is making good progress in combating illegal mining. While these criminal activities continued on both surface and underground operations, enhanced access control and underground security processes are proving effective. We continue to focus on communicating the risks and consequences of illegal mining and fraud to our own workforces, and our zero-tolerance approach has seen the number of employees dismissed for related offences rising from 133 in fiscal 2011 to 153 in fiscal 2012. In the past five years, the trend is downwards, reflecting both the security measures in place and growing awareness of Harmony’s zero-tolerance approach.

Healthcare services

Harmony values the health and well-being of all its employees and the communities affected by its activities. The Company is therefore committed to preventing all illnesses — not only occupational illnesses but other lifestyle diseases such as hypertension, diabetes and HIV — through continued medical surveillance, active case finding, early detection and treatment as part of an integrated managed healthcare system. As part of our strategy, we participate in state initiatives such as tuberculosis (“TB”) and HIV programs.

Harmony Healthcare provides tertiary, secondary and primary healthcare as well as occupational health services to around 80% of its employees through Company-managed healthcare facilities and preferred provider arrangements. In South

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Africa, the annualized cost of healthcare delivery is around 10% of Harmony’s total labor cost. Company-owned facilities currently include two private hospitals, two private pharmacies and various shaft-based medical stations. Casualty departments at the private hospitals provide 24-hour emergency services to local communities and to Company employees.

The health and well-being of the balance of Harmony employees, their dependents and contractors is ensured through medical aid membership or third-party service providers, as part of their employment benefits.

For fiscal 2012, the former medical station at Target operated as a fully-fledged health hub, providing an integrated, proactive healthcare service. The Target health hub is a particularly good example of a proactive and integrated pilot project to bring primary, occupational and wellness services closer to the mine. This model and approach is being rolled out at other mines in the Company to improve the quality of healthcare, reduce the cost of centralized healthcare services and improve labor availability and productivity.

In the first of these roll-outs, the Evander health hub opened in February 2012 with a celebratory health day supported by the DMR. Encouraging indicators include an absenteeism rate below the Company average and strong employee support for proactive initiatives focused on wellness.

Harmony Healthcare continues to entrench a proactive strategy, focused on preventative healthcare. Integrated individual healthcare is now provided to employees, supported by management information systems that enable the Company’s healthcare team to monitor and track the risk profile of individuals in terms of health and well-being. This forms the basis of individual disease management plans which are continually reviewed to assess progress. In addition, ongoing training for healthcare professionals is producing significant long-term benefits.

This healthcare initiative supports Harmony’s strategy to ensure continued health improvements and is leading to notable improvements in employee attendance and workplace productivity.

Occupational health

In compliance with the Mine Health and Safety Act, medical surveillance continued at the group’s four medical surveillance centres. Medical surveillance examinations were conducted including entry examinations (for new employees), annual examinations, exit (end of service) examinations, and out-of-cycle examinations (for transfers, for example).

In PNG, medical centres at Hidden Valley, Wafi and Wau provide full-time primary healthcare and occupational health surveillance to employees, dependants and the local community. While the Wau centre is only available to dependants and community members for emergencies, four community health facilities provide services at Babuaf near Wafi and Nauti, Kwembu and Winima near Hidden Valley.

Harmony aligns its reporting on occupational health statistics to international standards such as the International Labour Organization code of practice on recording and notification of occupational accidents and diseases, as well as the MHSA. Where employees are diagnosed with a compensable occupational illness, Harmony submits details on their behalf of the relevant bodies, depending on the illness and associated legislation. Harmony contributes annually to The Medical Bureau for Occupational Diseases – a statutory body responsible for certification and compensation under the Occupational Diseases in Mines and Works Act of 1973 and the Rand Mutual Assurance Company – an industry body providing compensation under the Compensation for Occupational Injuries and Diseases Act of 1993.

In South Africa, the primary occupational health risk areas in fiscal 2012 were noise-induced hearing loss (“NIHL”), occupational lung disease including silicosis, TB and other HIV-related illnesses, and heat stress. In PNG, the primary health risks at Hidden Valley were upper respiratory tract infections (“URTIs”) and malaria, neither of which are occupational illnesses. However, given the impact on our workforce and communities, we have invested considerable financial and human resources in proactively combating these conditions.

Noise-induced hearing loss: Harmony is committed to industry milestones for NIHL under the auspices of the Mine Health and Safety Council (“MHSC”):

• after December 2008, the hearing conservation programs implemented by the industry must ensure no deterioration in hearing greater than 10% among occupationally-exposed individuals; and

• total noise emitted by all equipment in any workplace must not exceed 110dB(A) at any location (includes individual pieces of equipment) by December 2013.

The hearing conservation program at Harmony includes issuing individually moulded hearing protection devices for working areas with high noise levels. This includes all categories of underground employees and selected categories of surface occupations.

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Occupational lung disease: Silicosis and TB are the two primary occupational lung diseases in the gold mining industry in South Africa and remain long-term concerns for Harmony. Chronic obstructive airways disease does occur, but less frequently.

Silicosis

Silicosis is linked to long-term exposure to quartz silica dust and can cause increased susceptibility to TB. Under the auspices of the MHSC, Harmony committed to the following milestones:

• 95% of all exposure measurement results to be below the occupational exposure limit for respirable crystalline silica of 0.1mg/m³ by December 2008. Compliance improved steadily through fiscal 2012 to 90.3%, but is below the milestone requirement. Every measurement above 0.1mg/m³ is investigated and actions taken to reduce dust exposure at each site;

• from December 2013, using present diagnostic techniques no new cases of silicosis will occur among previously unexposed individuals (not exposed before 2008, or someone entering the industry in 2008) – this milestone is monitored by the compensation department, in-house technology and the Rand Mutual Assurance Company.

All Harmony operations are benchmarked to obtain uniform comparisons from a phased strategy on silica dust management:

• reducing dust in intake airways;

• increased focus on silica dust exposure; and

• awareness through formal training on airborne pollutant exposure.

Silicosis is receiving heightened public attention, given a recent court case against a major mining group by a former employee. Harmony, as a member of the Chamber of Mines, is participating in processes to address issues relating to historical silicosis cases. On August 23, 2012, Harmony and all its subsidiaries were served with court papers entailing an application by three former employees requesting the South Gauteng High Court to certify a class action. In essence, the applicants want the court to declare them as representing a class of people for purposes of instituting an action for relief and to obtain directions as to what procedure to follow in pursuing the relief required against Harmony. Harmony has retained legal counsel in this regard and, on September 5, 2012, Harmony served and filed its notice of intention to oppose the application as it is of the view that the applicants cannot form part of a class as, according to their own averments, they worked at different operations. At this stage and in the absence of a Court decision on this matter it is uncertain as to whether the Company will incur any costs related to silicosis claims in the near future. Due to the limited information available on any claims and potential claims and the uncertainty of the outcome of these claims, no estimation can be made for the possible obligation.

Please see Item 8. “Financial Information — Legal Proceedings” for further information.

Tuberculosis

TB hampers the health and productivity of workers (absenteeism, treatment costs, compensation, allocated resources, etc.) and there is increasing pressure on the gold mining industry to reduce its incidence. While the trend for TB across the industry is gradually declining, the incidence is still unacceptably high. We continue to liaise and cooperate with local departments of health on specific TB training for nursing staff, and the additional resources required to improve our collective management of this disease.

In line with the World Health Organization (“WHO”) and the national TB strategic plan in South Africa, Harmony’s comprehensive TB control program includes early case findings, directly observed therapy short-course, chemotherapy and a radiological TB screening project. Harmony exceeds the national plan in certain respects such as:

• identifying early TB resistance – 426 PCR/GeneXpert tests conducted, and 4,031 culture tests carried out;

• investigative diagnostic tests for early detection – 9,557 AFB tests conducted;

• ultraviolet lights for infection control – to date, over 790 ultraviolet lights have been installed in a phased program targeting risk exposure areas at our mines;

• annual X-rays of employees exposed to dusty work environments for early TB detection; and

• ongoing monitoring and education.

Multidrug-resistant TB (“MDR TB”) is a growing concern for the industry; treatment is costly and protracted (e.g. 18 months’ treatment means many more shifts lost), affected employees are unlikely to return to work which involves risk, and the

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disease has a high mortality rate despite treatment. Following a retrospective study of MDR TB in fiscal 2010 that set a baseline for future strategies to reduce incidence, results since the fourth quarter of fiscal 2012 appear to indicate a reversing trend.

Heat stress

Extensive refrigeration and ventilation measures are in place at all operations where temperatures are above normal working ranges. These heat-tolerance testing and acclimatization programmes support and protect employees exposed to excessive heat in the workplace. In fiscal 2012, 20,472 heat tolerance tests were undertaken (fiscal 2011: 26,948).

A new heat tolerance screening chamber at Evander has improved efficiencies and complies with regulations. A new heat tolerance screening centre was commissioned early in fiscal 2012 to serve Doornkop and Kusasalethu.

Upper respiratory tract infections

Hidden Valley is 2,500 metres above sea level but most employees are from lower, warmer areas. This regular altitude change contributes to respiratory ailments, mostly due to viral infections. 5,428 employees were treated for such complaints in fiscal 2012 (fiscal 2011: 4,605). A program has been developed to educate the workforce about URTIs, as well as gastro-intestinal hygiene, and is being rolled out across the operations.

Malaria

PNG is a high-malaria zone with over 1.5 million cases identified each year by the WHO. We support provincial programs to eradicate the source, including spraying sites, distributing treated mosquito nets and providing treatment regimes.

There has been a significant increase in malaria cases at Wafi -Golpu during the year, probably because of construction work on the portal road, which is next to a swamp. The use of insecticide-impregnated clothing was rolled out in the second half of fiscal 2012. Fogging and residual spraying is being implemented more aggressively, especially in low-altitude project areas such as Wafi -Golpu, Lae and Wau. During the year, a malaria-prevention program was developed, spanning workplace and community issues. We have also stepped up education about symptoms and are developing vector control programs both on site and in surrounding communities. Clinic staff have completed additional training programs to ensure they are capable of diagnosing malaria correctly.

In fiscal 2012, 1,871 employees were treated for malaria (fiscal 2011: 1,466).

In addition, the joint venture partners are working with a non-profit partner, Oil Search Health Foundation to combat major community and employee health risks. The objective is to develop a plan to bring preventive medical treatment for the major employee illnesses (e.g. malaria, TB and gastro-intestinal) closer to the source of the problem. This will be done cost-effectively, and in a way that avoids the joint venture becoming the owner and operator of local community hospitals and clinics.

HIV/AIDS Policy

Harmony has developed an extensive and appropriate response to HIV/AIDS over a number of years. Managing this pandemic is a critical component of our approach to sustainable development given the significant impact on our employees, their dependants, and local and labor-sending communities in South Africa. It manifests in higher absenteeism, reduced performance and loss of skills to the company, as well as the economic burden on households when the breadwinner becomes ill or dies. There is also an increased financial load on state healthcare facilities. See Item 3. “Key Information — Risk Factors — Risks Relating to our Business and the Gold Mining Industry — HIV/AIDS poses risks to Harmony in terms of productivity and costs” and Item 3. “Key Information — Risk Factors — Risks Relating to Our Business and the Gold Mining Industry — The cost of occupational healthcare services and the potential liabilities related to occupational health diseases may increase in the future”.

Management of HIV/AIDS

In South Africa, HIV prevalence level among employees in the Group in fiscal 2012 declined to an estimated 24.4%, from fiscal 2009 estimates of 27.2%, based on best-available state information and empirical modeling undertaken for the Company in fiscal 2012. No prevalence testing may be undertaken by law. The model continues to suggest that prevalence levels in Harmony will decline over the next ten years due to multiple factors listed below, which result in a reduced infection rate:

• increased awareness and testing;

• increased counseling and education;

• downward revision of national estimates; and

• early introduction of anti-retroviral drugs.

We recognise that the following pillars are important in managing HIV/AIDS:

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• health promotion strategy aimed at changing attitudes towards HIV and AIDS using education and awareness programs;

• preventative strategy to avoid or eliminate the threat of HIV and AIDS as well as associated health risks, and to significantly reduce the number of new cases;

• evidence-based curative interventions to ensure appropriate treatment of all employees diagnosed with HIV and optimum outcomes at the point of care; and

• monitoring compliance with treatment plans for affected individuals.

HIV/AIDS continues to be managed at three levels in Harmony:

• at a clinical level – HIV symptoms are managed at our healthcare facilities;

• Company-wide and mine-specific initiatives – shaft-based HIV/AIDS committees are an integral part of health and safety committees, which meet monthly; and

• Group policy and practice level – monitored by a healthcare specialist.

The program is managed by an external provider using qualified registered professional nurses and protocols aligned with the South African Department of Health, WHO and the HIV Clinicians Society of Southern Africa.

We use an integrated healthcare approach, where the focus on HIV/AIDS is part of a wider range of chronic diseases managed by the Company. Because the co-infection rate between TB and HIV/Aids is high, all healthcare workers pay special attention to the needs of immune-compromised employees. In fiscal 2012, nursing staff and HIV co-ordinators attended an in-house training programme on HIV clinical skills and basic counseling skills, sponsored by the Provincial Aids Council. Voluntary counseling and testing (“VCT”) facilities, information and education are vital elements of our prevention campaigns. Equally, we focus on early detection as early intervention greatly increases the likelihood of long and healthy lives for employees. Harmony’s approach – that HIV/AIDS is a chronic illness and should be managed as such (like diabetes or hypertension) – has had a positive impact on the response to VCT.

In December 2011, we embarked on a year-long campaign targeting 100% VCT participation among our employees. An average of 53% of the Harmony workforce was reached over the past 12 months, with 9,861 individuals tested (fiscal 2011: 7,009). Although we are making progress in terms of counseling, only 55% of employees counseled have confirmed their status, reflecting the ongoing stigma attached to the pandemic. Over the past three years, 47,758 HIV/AIDS tests have been performed in Harmony. To ensure consistent results throughout the company in terms of VCT and uptake, we are focusing on the role of health educators, peer educators and implementing an appropriate framework for an employee assistance programme. We continue to encourage HIV-positive employees to participate in Harmony’s wellness programme. This includes counselling on lifestyle choices and nutrition, treating opportunistic infections and antiretroviral therapy (“ART”). All employees have access to ART, either through Group healthcare facilities or private medical aid schemes. State-funded facilities in South Africa also provide ART and some employees seek treatment there because of the stigma associated with the disease. Harmony supports the national HIV counseling and testing campaign and extended this to all primary healthcare facilities and occupational healthcare centres as an ongoing service in recent years.

In fiscal 2012, 4,066 employees participated in the highly active antiretroviral therapy program (fiscal 2011: 2,902).

Item 4A. UNRESOLVED STAFF COMMENTS

There are no unresolved comments between the Company and the staff of the SEC’s Division of Corporation Finance.

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis together with the consolidated financial statements, including the related notes, appearing elsewhere in this annual report.

Overview

We conduct underground and surface gold mining and related activities, including exploration, processing and smelting. We are currently the third largest producer of gold in South Africa and are an important producer in PNG. Our gold sales for fiscal 2012 were 1.27 million ounces of gold. As at June 30, 2012, our mining operations and projects reported total proven and probable reserves of approximately 52.9 million gold equivalent ounces and in fiscal 2012, we processed approximately 20.7 million tons of ore.

For segment purposes, management distinguishes between “Underground” and “Surface”, with each shaft or group of shafts managed by a team (headed by a single general manager) being considered to be an operating segment.

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Our reportable segments are as follows:

• Bambanani, Doornkop, Joel, Kusasalethu , Masimong, Phakisa, Target 1 and Target 3, Tshepong, Virginia and Hidden Valley;

• Evander operations are classified as discontinued operations; and

• all other shafts and surface operations, including those that treat historic sand dumps, rock dumps and tailings dams, are grouped together under “Other — Surface”.

Critical Accounting Policies and Estimates

The preparation of our financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported results of our operations. Actual results may differ from those estimates. We have identified the most critical accounting policies upon which our financial results depend. Some of our accounting policies require the application of significant judgment and estimates by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty and are based on our historical experience, terms of existing contracts, management’s view on trends in the gold mining industry and information from outside sources.

Our significant accounting policies and critical accounting estimates and judgements are described in more detail in note 2 and 3, respectively, to the consolidated financial statements. This discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in Item 18. “Financial Statements”. Management has identified the following as critical accounting policies because estimates used in applying these policies are subject to material risks and uncertainties. Management believes the following critical accounting policies, together with the other significant accounting policies discussed in the notes to the consolidated financial statements, affect its more significant judgments and estimates used in the preparation of the consolidated financial statements and could potentially impact our financial results and future financial performance.

Gold mineral reserves

Gold mineral reserves are estimates of the amount of ounces that can be economically and legally extracted from the Group’s properties. In order to calculate the gold mineral reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, commodity prices and exchange rates.

Estimating the quantities and/or grade of the reserves requires the size, shape and depth of the orebodies to be determined by analyzing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological judgments and calculations to interpret the data. These reserves are determined in accordance with SAMREC, JORC and SEC Industry Guide 7.

Because the economic assumptions used to estimate the gold mineral reserves change from year to year, and because additional geological data is generated during the course of operations, estimates of the mineral reserves may change from year to year. Changes in the proven and probable reserves may affect the Group’s financial results and financial position in a number of ways, for example depreciation and amortization charged in the income statement may change as they are calculated on the units-of-production method.

The estimate of the total expected future lives of our mines could be materially different from the actual amount of gold mined in the future. See Item 3. “Key Information — Risk Factors — Estimations of Harmony’s gold reserve figures are based on a number of assumptions, including mining and recovery factors, future cash costs of production and the price of gold. As a result, quantities of gold produced may differ from current estimates.”

Impairment of Property, Plant and Equipment

We review and evaluate our mining assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Each operating shaft, along with allocated common assets such as plants and administrative offices, is considered to be a cash generating unit as each shaft is largely independent of the cash flows of other shafts and assets.

Future cash flows are estimated based on estimated quantities of recoverable minerals, expected gold prices (considering current and historical prices, price trends and related factors), production levels and cash costs of production, capital and reclamation costs, all based on detailed life-of-mine plans. The significant assumptions in determining the future cash flows for each individual operating mine at June 30, 2012, apart from production cost and capitalized expenditure assumptions unique to

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each operation, included a long-term gold price of US$1,524 per ounce and South African and Australian dollar exchange rates of US$1 = R7.55 and A$1 = US$1, respectively. The term “recoverable minerals” refers to the estimated amount of gold that will be obtained from proven and probable reserves and related exploration stage mineral interests, except for other mine-related exploration potential and greenfields exploration potential discussed separately below, after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. With the exception of other mine-related exploration potential and Greenfields exploration potential, estimates of future undiscounted cash flows are included on an area of interest basis, which generally represents an individual operating mine, even if the mines are included in a larger mine complex. In the case of mineral interests associated with other mine-related exploration potential and Greenfields exploration potential, cash flows and fair values are individually evaluated based primarily on recent exploration results and recent transactions involving sales of similar properties.

As discussed above under “Gold mineral reserves”, various factors could impact our ability to achieve our forecasted production schedules from proven and probable reserves. Additionally, gold prices, capital expenditure requirements and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. Assets classified as other mine-related exploration potential and Greenfields exploration potential have the highest level of risk that the carrying value of the asset can be ultimately realized, due to the still lower level of geological confidence and economic modeling.

During fiscal 2012, we recorded a net reversal of impairment of assets of US$7 million, while impairments of US$39 million and US$34 million were recorded in fiscal 2011 and 2010, respectively, on property, plant and equipment from continuing operations. Material changes to any of these factors or assumptions discussed above could result in future impairment charges, particularly around future gold price assumptions. A 10% decrease in gold price at June 30, 2012 would have resulted in the additional impairments amounting to US$3.6 million for Steyn 2 (included in the Bambanani segment).

Carrying Value of Goodwill

We evaluate, on at least an annual basis, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Each operating shaft, along with allocated common assets such as plants and administrative offices, is considered to be a cash generating unit as each shaft is largely independent of the cash flows of other shafts and assets. To accomplish this, we compare the recoverable amounts of our cash generating units to their carrying amounts. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. If the carrying value of a cash generating unit were to exceed its recoverable amount at the time of the evaluation, an impairment loss is recognized by first reducing goodwill, and then the other assets in the cash generating unit on a pro rata basis. Assumptions underlying fair value estimates are subject to risks and uncertainties. If these assumptions change in the future, we may need to record impairment charges on goodwill not previously recorded.

As at June 30, 2012 substantially all of our goodwill related to the Phakisa, Tshepong and Bambanani cash generating units, for which there is no significant risk of failing the goodwill impairment test. During fiscal 2011, we recorded an impairment of US$1.5 million on goodwill relating to St Helena (in “Other – Underground” segment). No impairment was recorded during fiscal 2010 and 2012.

Provision for environmental rehabilitation

Our mining and exploration activities are subject to various laws and regulations governing the protection of the environment. Estimated long term environmental obligations, comprising pollution control, rehabilitation and mine closure, are based on the Group’s environmental management plans. Annual changes in the provision consist of finance costs relating to the change in the present value of the provision and inflationary increases in the provision estimate, as well as changes in estimates. The present value of environmental disturbances created is capitalized to mining assets against an increase in the rehabilitation provision. The rehabilitation asset is depreciated as discussed above. Rehabilitation projects undertaken, included in the estimates are charged to the provision as incurred. The cost of ongoing current programs to prevent and control pollution is charged against income as incurred.

Deferred taxes

The taxable income from gold mining at our South African operations was subject to a formula to determine the taxation expense. The tax rate calculated using the formula was capped to a maximum mining statutory rate of 34% (43% for fiscal 2011 and 2010), depending on whether or not the taxpayer has elected to be exempt from Secondary Taxation on Companies). With the

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introduction of Dividends Tax in South Africa on April 1, 2012, the higher tax rate formula was abolished resulting in lower income tax and deferred tax rates in some of our entities. See Item 5. “Results of Operations—Continuing Operations—Income and Mining Taxes”. Taxable income is determined after the deduction of qualifying mining capital expenditure to the extent that it does not result in an assessed loss. Excess capital expenditure is carried forward as unredeemed capital expenditure and is eligible for deduction in future periods, taking the assessed loss criteria into account. Further to this, mines are ring-fenced and are treated separately for tax purposes, with deductions only being available to be claimed against the mining income of the relevant ring-fenced mine.

In terms of IAS 12 — Income Taxes, deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, and at our South African operations, such average tax rates are directly impacted by the profitability of the relevant ring-fenced mine. The deferred tax rate is therefore based on the current estimate of future profitability of an operation when temporary differences will reverse, based on tax rates and tax laws that have been enacted at balance sheet date.

The future profitability of each ring-fenced mine, in turn, is determined by reference to the life-of-mine plan for that operation. The life-of-mine plan is based on parameters such as the Group’s long term view of the US$ gold price and the Rand/US$ exchange rate, as well as the reserves declared for the operation. As some of these parameters are based on market indicators, they differ from one year to the next. In addition, the reserves may also increase or decrease based on updated or new geological information.

We do not recognize a deferred tax asset when it is more likely than not that the asset will not be utilized. Assessing recoverability of deferred tax assets requires management to make significant estimates related to expectation of future taxable income. Estimates of future taxable income are based on forecasted cash flows from operations, reversals of deferred tax liabilities and the application of existing tax laws in each jurisdiction. To the extent that future taxable income differs significantly from estimates, our ability to realize the net deferred tax assets recorded at the balance date could be impacted. Additionally, future changes in tax laws in the jurisdictions in which we operate could limit our ability to obtain the future tax benefits represented by deferred tax assets recorded at the balance date.

Revenue

Most of our revenues are derived from the sale of gold. As a result, our operating results are directly related to the price of gold. Historically, the price of gold has fluctuated widely. The gold price is affected by numerous factors over which we do not have control. See Item 3. “Key Information — Risk Factors — The profitability of our operations, and cash flows generated by those operations, are affected by changes in the price for gold. A fall in the gold price below our cash cost of production for any sustained period may lead to losses and require Harmony to curtail or suspend certain operations”.

As a general rule, we sell our gold produced at market prices to obtain the maximum benefit from increases in the prevailing gold price and do not enter into hedging arrangements such as forward sales or derivatives that establish a price in advance for the sale of our future gold production.

Significant changes in the price of gold over a sustained period of time may lead us to increase or decrease our production in the near-term.

Harmony’s Realized Gold Price

The average gold price in US dollars received by us has generally increased since January 1, 2002. In fiscal 2012, the average gold price in US dollars received by us for continuing operations was US$1,681 per ounce. The market price for gold (and, accordingly, the price received by us) is affected by numerous factors over which we have no control. See Item 3. “Key Information — Risk Factors — The profitability of our operations, and cash flows generated by those operations, are affected by changes in the price for gold. A fall in the gold price below our cash cost of production for any sustained period may lead to losses and require Harmony to curtail or suspend certain operations”.

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The following table sets out the average, the high and the low London Bullion Market price of gold and our average US dollar sales price during the past three fiscal years:

	Fiscal Year Ended June 30,
	2012		2011		2010
	($/oz)
Average		1,673		1,369		1,089
High		1,895		1,553		1,261
Low		1,483		1,157		908
Harmony’s average sales price — continuing operations (1)		1,681		1,370		1,093

⁽¹⁾  Our average sales price differs from the average gold price due to the timing of our sales of gold within each year.

Costs

Our cash costs typically make up between 70% and 75% of our total costs. The remainder of our total costs consists primarily of exploration costs, employment termination costs, corporate and sundry expenditure, and depreciation and amortization. Our cash costs consist primarily of production costs exclusive of depreciation and amortization. Production costs are incurred on labor, equipment, consumables and utilities. Labor costs are the largest component and typically comprise between 46% and 54% of our production costs.

Our cash costs for continuing operations have increased from US$789 per ounce in fiscal 2010 to US$1,100 per ounce in fiscal 2012, mainly as a result of lower production volumes, the impact of increased labor and energy costs as well as inflationary pressures on supply contracts.

Our US translated costs are very sensitive to the exchange rate of the Rand and other non-US currencies to the US dollar. See Item 5. “Operating and Financial Review and Prospects — Exchange Rates”. Appreciation of the Rand and other non-US currencies against the US dollar increases working costs at our operations when those costs are translated into US dollars. See Item 3. “Key Information — Risk Factors — Foreign exchange fluctuations could have a material adverse effect on Harmony’s operational results and financial condition”.

The average rate of the South African Rand depreciated approximately 11% against the US dollar in fiscal 2012 compared to fiscal 2011. In the case of our International operations, the Australian dollar appreciated approximately 4%, while the Kina appreciated by 19% against the US dollar in fiscal 2012.

Going forward, we expect a longer term decrease in the real cash costs per ounce, primarily as a result of the completion of the major development projects, being Doornkop, Kusasalethu, Phakisa and Hidden Valley. As these operations ramp up to full production in the next three or so years, the volumes mined will increase and reduce the unit cost per ounce. This will, however, be offset by the increased production costs from the development projects. Management will continue with a thorough review of costs at all operations and ensure that costs are properly managed and within budget. However, it should be noted that there are risks beyond our control such as safety stoppages, which would result in production being negatively affected while certain costs would still be incurred. This could result in our costs not decreasing as expected. This is discussed in more detail in Item 3 “Key Information — Risk Factors — Given the nature of mining and the type of gold mines we operate, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and pollution” and — “The nature of our mining operations presents safety risks”.

Reconciliation of Non-GAAP Measures

Total cash costs and total cash costs per ounce are non-GAAP measures.

Our cash costs consist primarily of production costs and are expensed as incurred. The cash costs are incurred to access ore to produce current mined reserves. Cash costs do not include capital development costs, which are incurred to allow access to the ore body for future mining operations and are capitalized and amortized when the relevant reserves are mined.

Total cash costs include mine production costs, transport and refinery costs, applicable general and administrative costs, costs associated with movements in production inventories, ore stockpiles, as well as ongoing environmental rehabilitation costs as well as transfers to and from deferred stripping and costs associated with royalties. Employee termination cost is included, however employee termination costs associated with major restructuring and shaft closures are excluded. The costs associated with movements in production inventories are excluded from total cash costs. Gold ounces produced are used as the denominator in the total cash costs per ounce calculation.

Changes in cash costs per ounce are affected by operational performance, as well as changes in the currency exchange rate between the Rand and the US dollar and, in the case of the International operations, the Australian dollar and Kina. Total cash

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costs and total cash costs per ounce are non-GAAP measures. Total cash costs and total cash costs per ounce should not be considered by investors in isolation or as an alternative to production costs, cost of sales, or any other measure of financial performance calculated in accordance with IFRS. In addition, the calculation of total cash costs and total cash costs per ounce may vary from company to company and may not be comparable to other similarly titled measures of other companies. However, we believe that cash costs per ounce is a useful indicator to investors and management of a mining company’s performance as it provides (1) an indication of the cash generating capacities of our mining operations, (2) the trends in cash costs as the Company’s operations mature, (3) a measure of a company’s performance, by comparison of cash costs per ounce to the spot price of gold and (4) an internal benchmark of performance to allow for comparison against other companies.

Continuing operations

The following is a reconciliation of total cash costs from continuing operations, as a non-GAAP measure, to the nearest comparable GAAP measure, cost of sales from continuing operations:

	Fiscal year ended June 30,
	2012			2011			2010
	(in $ millions, except for ounce amounts)
Total cost of sales from continuing operations – under IFRS		1,561			1,533			1,228
Depreciation and amortization expense		(247	)		(230	)		(166	)
Rehabilitation credit/(costs)		2			(6	)		(1	)
Care and maintenance costs of restructured shafts		(11	)		(17	)		(7	)
Employment termination and restructuring costs		(10	)		(20	)		(12	)
Share-based payments		(11	)		(18	)		(17	)
Reversal of impairment / (impairment) of assets		7			(39	)		(34	)
Other		(15	)		15			(6	)
Gold inventory movement		6			(17	)		—
Total cash costs from continuing operations		1,282			1,201			985
Per ounce calculation:
Ounces produced(1)		1,165,046			1,195,361			1,248,799
Total cash cost per ounce from continuing operations		1,100			1,004			788

⁽¹⁾ The ounces produced for fiscal 2012 exclude pre-production ounces from Steyn 2 (2011: Steyn 2 and Target 3; 2010: Hidden Valley, Target 3 and Steyn 2) for the period in which these shafts were in development. The associated costs have been capitalized.

Discontinued operations

The following is a reconciliation of total cash costs from discontinued operations, as a non-GAAP measure, to the nearest comparable GAAP measure, cost of sales from discontinued operations:

	Fiscal year ended June 30,
	2012			2011			2010
	(in $ millions, except for ounce amounts)
Total cost of sales from discontinued operations – under IFRS		111			131			156
Depreciation and amortization expense		(9	)		(24	)		(15	)
Rehabilitation costs		—			(5	)		(3	)
Care and maintenance costs of restructured shafts		(1	)		(1	)		(2	)
Employment termination and restructuring costs		—			(3	)		(15	)
Share-based payments		(1	)		(1	)		(2	)
Reversal of impairment / (impairment of assets)		—			—			(9	)
Other		(1	)		(2	)		8
Gold inventory movement		1			(1	)		—
Total cash costs from discontinued operations		100			94			118
Per ounce calculation:
Ounces produced		108,317			87,900			128,700
Total cash cost per ounce from discontinued operations		919			1,070			922

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Total Harmony — Continuing and discontinued operations

The following is a reconciliation of total cash costs, as a non-GAAP measure, to the nearest comparable GAAP measure, cost of sales under IFRS:

	Fiscal year ended June 30,
	2012			2011			2010
	(in $ millions, except for ounce amounts)
Total productions costs – under IFRS		1,672			1,664			1,384
Depreciation and amortization expense		(256	)		(254	)		(181	)
Rehabilitation credit/(costs)		2			(11	)		(4	)
Care and maintenance costs of restructured shafts		(12	)		(18	)		(9	)
Employment termination and restructuring costs		(10	)		(23	)		(27	)
Share-based payments		(12	)		(19	)		(20	)
Reversal of impairment/ (impairment) of assets		7			(39	)		(43	)
Other		(16	)		13			3
Gold inventory movement		7			(18	)		—
Total cash costs		1,382			1,295			1,103
Per ounce calculation:
Ounces produced		1,273,363			1,283,261			1,377,499
Total cash cost per ounce		1,085			1,009			801

Within this report, our discussion and analysis is focused on the total cash costs measure.

While recognizing the importance of reducing cash costs, our chief focus is on controlling and, where possible, reducing total costs, including overhead costs. We aim to control total unit costs per ounce produced by maintaining our low total cost structure at our existing operations. We have been able to reduce total costs by implementing a management structure and philosophy that is focused on reducing management and administrative costs, implementing a mineral reserve management system that allows for greater grade control and acquiring higher grade reserves. See Item 4. “Information on the Company — Business — Strategy”.

Exchange Rates

Our revenues are very sensitive to the exchange rate of the Rand and other non-US currencies to the US dollar.

Currently, the majority of our earnings are generated in South Africa and, as a result, most of our costs are incurred in Rand. Since gold is generally sold in US dollars, most of our revenues are received in US dollars. The average gold price received by us during fiscal 2012 increased by US$310 per ounce to US$1,680 per ounce from US$1,370 per ounce during fiscal 2011. Appreciation of the Rand against the US dollar increases our US dollar working costs at our South African operations when those costs are translated into US dollars, which serves to reduce operating margins and net income from our South African operations. Depreciation of the Rand against the US dollar reduces these costs when they are translated into US dollars, which serves to increase operating margins and net income from our South African operations. Accordingly, strengthening of the Rand generally results in poorer earnings for us if there is not a similar increase in the gold price.

The exchange rates obtained when converting US dollars to Rand are determined by foreign exchange markets, over which we have no control. The conversion rate for balance sheet items as at June 30, 2012 is R8.21 per US$1.00, except for specific items within equity that are converted at the exchange rate prevailing on the date the transaction was entered into. This compares with a conversion rate of R6.78 per US$1.00 as at June 30, 2011, reflecting a depreciation of 21% of the Rand against the US dollar when compared with June 30, 2011. Income statement items were converted at the average exchange rate for the fiscal 2012 (R7.77 per US$1.00), reflecting a depreciation of 11% of the Rand against the US dollar when compared with fiscal 2011. The majority of our working costs are incurred in Rand and, as a result of this, depreciation of the Rand against the US dollar decreased our working costs when translated into US dollars. Offsetting this decrease are increases in our labor costs as well as inflationary pressures on our consumables and energy cost, which served to decrease operating margins and net income reflected in our consolidated income statement for fiscal 2012. Appreciation of the Rand against the US dollar would cause an increase in our costs in US dollar terms. Similarly, at our International operations, appreciation of the Australia dollar or Kina against the US dollar would cause an increase in our costs in US dollar terms. See Item 3. “Key Information — Risk Factors — Foreign exchange fluctuations could have a material adverse effect on Harmony’s operational results and financial condition”.

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Inflation

Our operations have been materially affected by inflation. At the end of fiscal 2012, inflation in South Africa was 5.5%, increasing from 4.6% in fiscal 2011 and 4.2% in fiscal 2010. However, working costs, especially wages, have increased considerably over the past several years resulting in significant cost pressures for the mining industry. In addition, the effect on inflation of the increase in electricity tariffs of 25% in both fiscal 2010 and fiscal 2011, and 16% in fiscal 2012, together with an estimated increase of approximately 16% in the next year, will have a negative effect on the profitability of our operations.

The inflation rate in PNG has remained relatively flat in recent years at around 7%, but ended fiscal 2011 at 9.6%. The inflation rate declined during 2012 and the annualized inflation stood at 6.9% end of fiscal 2012.

Our profits and financial condition could be adversely affected if the cost inflation is not offset by a concurrent devaluation of the Rand and other non-US currencies and/or an increase in the price of gold. See Item 3. “Key Information — Risk Factors — Our operations may be negatively impacted by inflation”.

South African Socio-Economic Environment

We are a South African company and the majority of our operations are in South Africa. As a result, we are subject to various economic, fiscal, monetary and political policies and factors that affect South African companies generally. See Item 3. “Key Information — Risk Factors — The socio-economic framework in the regions in which Harmony operates may have an adverse effect on its operations and profits”.

South African companies are subject to exchange control limitations. While exchange controls have been relaxed in recent years, South African companies remain subject to restrictions on their ability to deploy capital outside of the Southern African Common Monetary Area. See Item 10. “Additional Information — Exchange Controls”.

Social and Labor Plans, or SLPs, have been developed for each of our South African operations. These SLPs are prepared in line with legislation governing the participation of HDSAs in mining assets.

We have been granted all of our mining licenses under the MPRDA. We have therefore already started to incur expenses relating to HDSA participation. We believe the biggest challenge will lie in maintaining these licenses, as we will have a responsibility in respect of human resource development, procurement and local economic development. We are unable, however, to provide a specific amount of what the estimated cost of compliance will be but we will continue to monitor these costs on an ongoing basis.

Electricity in South Africa

Supply

The current South African electricity supply and demand situation is problematic. The latest forecasts indicate a worsening situation, which started in 2008 and will proceed through to 2016. This situation poses a real risk of rolling blackouts, similar to those experienced in 2008, and a serious threat to government’s objectives for growth and job creation. Government at the national level intervened to develop an integrated resource plan, IRP 2010, in order to alleviate the supply constraint and map a long-term plan to add much-needed generation capacity to the grid according to projected electricity demand increase.

The inadequacy of electricity supply in South Africa will be alleviated by the commissioning of the first generators at the Medupi power station in 2013.

IRP 2010 is a long term plan and does not provide sufficient detail to assess short term supply shortages. Consequently, to better understand the risk, and assess options for mitigating the risk, a National Medium Term Risk Mitigation (NMTRM) Project Team was established with the support of government, business, NEDLAC and Eskom. The team comprises various electricity industry stakeholders, including: government, energy intensive users, business, and Eskom.

The energy availability factor (“EAF”) of Eskom’s existing generation assets represents the greatest risk in meeting the economic demand for electricity. It is unlikely that Eskom will be able to sustain its existing generator fleet performance above the requisite minimum 85% EAF performance, due to the lack of time available to undertake adequate maintenance and to improve the quality of coal supplied to certain stations (coal quality is a major factor in EAF). Any delays in bringing the Medupi or Kusile generating units into operation will prolong and further exacerbate the shortfall in supply over the required demand.

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Government, labor and business have identified three key issues that need to be addressed, as a matter of priority:

1. adequate security of supply for the period up to 2016;

2. affordability of electricity for the poor; and

3. funding for Eskom’s current expansion plan, particularly the Kusile project.

EAF values above 85% coincide with the winter months when the maximum available generating plant is put into production to meet the high winter peak demand. EAF values below 85% coincide with the summer months when generating plant must be taken out of service for the requisite major maintenance. Further analysis of the EAF demonstrates a progressive decline in generation EAF. This is due to lack of “time space” to facilitate maintenance of the plant and the requirement to run the plants harder to meet the demand. If additional time space for maintenance is not created, it will become increasingly difficult to sustain an EAF above 85%. This is due to the fact that with increasingly tighter supply constraints the time space in which to do maintenance, which is already restricted to the summer months, is becoming even shorter. Less planned maintenance will result in more unplanned outages and lower EAF. In addition, the existing fleet is ageing, frequently operating above its recommended continuous rating, and sometimes compromised as a result of coal quality problems.

Cost

The average 25% per annum tariff increase for the three year multi-year price determination period (“MYPD2”), as approved by NERSA, contributes significantly to escalate the cost of production well above inflationary figures. Following the reduction of the last increase to 16% after intervention by government, it has been reported that Eskom has applied to NERSA for the third multi-year price determination period (“MYPD3”) for the next five years, with price increases of 15-19% during the first three years and inflationary increases for the following two years. Electricity price projections based on such approved tariffs indicate that electricity costs could be as high as 25% of the total cost of production within the next five years.

Energy efficiency

In conjunction with Eskom-approved Electricity Supply Companies and reputable service providers, an accelerated program was initiated to investigate and quantify energy efficiency project opportunities and cost. Projects successfully implemented during fiscal 2011 amount to a saving of 94,803MWh. Projects under investigation have the potential to reduce electricity consumption during peak, standard and off-peak periods and improve the efficiency of use at various operations. The projected energy savings could amount to 20 MW consumption per annum and an average demand reduction of 42MW.

Applications for Eskom demand side management funding and alternative funding models, are being investigated for all energy efficiency project opportunities in order to reduce the capital requirements and financial burden to the operations to implement these projects. Thus far, Harmony has been successful with all the applications submitted.

Renewable energy

The Eskom supply constraint continues to raise interest in renewable energy. Various companies have obtained access to internationally-proven technology that was previously not readily available or affordable in South Africa. Investigations into solar heating and solar electricity generation initiatives are currently underway to identify viable projects that could potentially contribute towards our energy efficiency improvement and carbon footprint reduction.

Although progress has been made with the investigations, capital cost and subsequent cost of generation remain high and are not yet comparable to Eskom-projected tariffs. This has not deterred the willingness of industry to participate in such projects, a number of which are being considered currently. Technical development of renewable technologies is however accelerating, with international implementation contributing towards cost reduction. International investors with access to green funds are also interested in South African renewable projects. This latest development can open the door to enter into direct private power agreements at Eskom-comparable tariffs in the foreseeable future.

Results of Operations

Years Ended June 30, 2012 and 2011

Continuing Operations

Revenues

Revenue increased by 18%, from US$1,659 million in fiscal 2011 to US$1,953 million in fiscal 2012. This increase can primarily be attributed to the higher average price of gold received by us, US$1,681 per ounce in fiscal 2012 compared to US$1,370 per ounce in 2011. This was offset by a decrease in ounces sold.

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Our gold sales decreased by 4%, from 1,211,053 ounces (excluding the capitalized ounces from Target 3 and Steyn 2) in fiscal 2011 to 1,162,119 (excluding the capitalized ounces from Steyn 2) in 2012. The decrease in ounces can be attributed mainly to restructuring at Bambanani.

At Bambanani ounces sold decreased by 56%, from 99,443 in fiscal 2011 to 43,982 in fiscal 2012. Production was affected by major restructuring at Bambanani as the lower section of the mine was closed; mining will be focused on the upper pillar going forward. Also impacting on production was the section 54 stoppage of 45 days following a fatality. Together, this resulted in lower volumes mined and a decrease in recovery grade from 0.203 ounces per ton in fiscal 2011 to 0.198 in fiscal 2012.

At Doornkop ounces sold increased by 21% from 81,149 in fiscal 2011 to 98,027 in fiscal 2012. This is due to the increase in production volumes as the South Reef continues to build up to full production capacity. This was offset by a slight decrease in recovery grade from 0.102 ounces per ton in fiscal 2011 to 0.097 ounces per ton in fiscal 2012. We expect the ounces sold to increase until the operation has reached full production capacity.

At Joel ounces sold increased by 85%, from 46,618 in fiscal 2011 to 86,132 in fiscal 2012. This was mainly due to an increase in volumes milled from 448,000 tons in fiscal 2011 to 614,000 tons in fiscal 2012. The low volumes in fiscal 2011 resulted from a shaft stoppage in the first quarter of fiscal 2011. The recovered grade also improved significantly to 0.139 ounces per ton from 0.104 ounces per ton in fiscal 2011.

At Masimong ounces sold decreased by 26% from 139,437 in fiscal 2011 to 102,978 in fiscal 2012. This is mainly due to the 30% decrease in the recovery grade from 0.144 ounces per ton in fiscal 2011 to 0.101 following maintenance and development that resulted in mixing of ore and waste.

At Phakisa ounces sold increased by 42% from 57,227 in fiscal 2011 to 81,276 in fiscal 2012. This was due to an increase in production volumes as the mine continues building up to full production in the next three to five years. Also contributing was an improvement in the recovery grade from 0.133 ounces per ton in fiscal 2011 to 0.142 in fiscal 2012. We expect the ounces sold to increase until the operation has reached full production capacity.

At Target ounces sold increased by 37% from 112,240 ounces in fiscal 2011 to 153,488 ounces in fiscal 2012. This can mainly be attributed to the continued build-up of Target 3 where the ounces sold increased from 9,646 ounces in fiscal 2011 to 36,298 ounces in fiscal 2012.

At Virginia ounces sold decreased by 29% from 72,017 ounces in fiscal 2011 to 51,056 ounces in fiscal 2012. This reflects the effect on volumes of the safety stoppage following the fatality at Bambanani as well as another 20-day stoppage for safety and labor reasons. Volumes decreased in fiscal 2012 to 434,000 tons from 636,000 tons in fiscal 2011.Unisel is the only shaft remaining at the Virginia operations, following the closure of Merriespruit 1 in fiscal 2011.

Cost of sales

Cost of sales includes production costs, depreciation and amortization, impairment of assets and employment termination and restructuring costs.

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a) Production costs (cash costs)

The following table sets out our total ounces produced and weighted average cash costs per ounce for fiscal 2011 and fiscal 2012:

	Year Ended June 30, 2012				Year Ended June 30, 2011				Percentage (increase)/decrease in Cash Costs per ounce
	(oz)		($/oz)		(oz)		($/oz)
SOUTH AFRICA
Bambanani (1)		43,017		1,787		95,198		1,247		(43.3	)
Doornkop (3)		98,863		1,142		80,763		1,054		(8.3	)
Joel		85,618		836		46,586		1,297		35.5
Kusasalethu (3)		181,105		1,046		180,334		1,008		(3.8	)
Masimong		103,526		1,057		137,605		788		(34.1	)
Phakisa (3)		81,695		1,279		56,649		1,200		(6.6	)
Target (2)		152,814		1,077		110,919		1,011		(6.5	)
Tshepong		169,980		973		207,950		810		(20.1	)
Virginia		51,216		1,253		71,149		1,114		(12.5	)
Other — surface		108,412		1,042		107.962		1,101		(5.3	)
INTERNATIONAL
PNG (3)		88,800		1,238		100,246		993		(24.7	)
Total continuing operations		1,165,046				1,195,361
Weighted average				1,100				1,004		(9.5	)

⁽¹⁾  Excludes 1,157 (2011: 2,894) pre-production ounces from Steyn 2 shaft, which have not been included in the cash cost calculation as the shaft was in development.

⁽²⁾ Excludes 17,073 in 2011 for pre-production ounces from Target 3, which have not been included in the cash cost calculation for the period that the shaft was in development.

⁽³⁾ Ounces produced are expected to increase until the operations have reached full production capacity. Cash cost per ounce is expected to decrease as the operations move closer to full capacity. See “— Costs” for further detail.

Our average cash costs from continuing operations increased by 9.5%, or US$96 per ounce, from US$1,004 per ounce in fiscal 2011 to US$1,100 per ounce in fiscal 2012. Cash cost per ounce vary with the working costs per ton (which is, in turn, affected by the number of tons processed) and grade of ore processed. Cash costs expressed in US dollars per ounce also vary with fluctuations in the Rand-US dollar exchange rate, because most of our working costs are incurred in Rand. The increase in cash cost expressed in US dollars per ounce in fiscal 2012 was attributable primarily to a 19% increase in operating costs in Rand terms, as well as a decrease in ounces produced of 3%. This was offset by an 11% depreciation in the South African Rand against the US dollar when compared to fiscal 2011. Operating costs in Rand terms were affected mainly by an increase in costs on our growth shafts, specifically Doornkop, Phakisa and Target 3, where costs rose by 47%, 71% and 358% year on year as production increased. Annual increases in labor cost of 7.5% as well as inflationary pressures on our consumables and energy costs of 11% and 17% respectively were also contributors towards a higher operating cost.

At Bambanani, the cash cost per ounce increased by 43%, from US$1,247 in fiscal 2011 to US$1,787 in fiscal 2012, primarily due to a decrease in ounces produced as a result of mining ceasing in certain areas.

At Joel, the cash costs per ounce decreased by 36%, from US$1,297 in fiscal 2011 to US$836 in fiscal 2012, primarily due to the increase in ounces produced as a result of the higher volumes and recovery grade.

At Masimong, the cash costs per ounce increased by 34% from US$788 in fiscal 2011 to US$1,057 in fiscal 2012, primarily due to a 25% decrease in ounces produced due to the decline in the recovery grade.

At Tshepong, the cash costs per ounces increased by 20%, from US$810 in fiscal 2011 to US$973 in fiscal 2012, primarily due to an 18% decrease in ounces produced.

At Hidden Valley, the cash costs per ounce increased by 25% from US$993 in fiscal 2011 to US$1,238 in fiscal 2012, primarily due to failure of the overland conveyor belt in fiscal 2012.

b) Depreciation and amortization

Depreciation and amortization increased from US$230 million in fiscal 2011 to US$247 million, or 7%. In Rand terms, the increase was 19%. The increase in depreciation is due to the increase in tons mined at Doornkop, Phakisa and Target 1 as part of their production build-up, as well as areas within mines being in commercial production which were previously under construction.

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c) Employment termination and restructuring costs

The charge for employment termination and restructuring costs decreased from US$20 million in fiscal 2011 to US$10 million in fiscal 2012. The costs in fiscal 2011 relate primarily to the closure of shafts at Virginia operations as well as the voluntary retrenchment program after closing Merriespruit 1 shaft. In fiscal 2012 the costs related only to the restructuring at Bambanani.

d) Reversal of impairment / (impairment) of assets

The impairment charge decreased from US$39 million in fiscal 2011 to a net reversal of impairment of US$7 million in fiscal 2012. The total for fiscal 2012 includes a reversal of US$23 million for Target 1 (included in the Target segment), primarily as a result of a higher gold price included in the life-of-mine plan. Offsetting this reversal is an impairment of US$15 million for Steyn 2 (included in the Bambanani segment), which was recognized following the completion of its revised life-of-mine plan which included increases in electricity and labor costs and a decrease in reserves declared as a result of revised cut-off grades. The charge in fiscal 2011 relates primarily to President Steyn 1 and 2 shafts as well as St Helena as carrying values for the shafts exceed recoverable amounts. Management decided not to continue mining in some areas of Steyn 2 after identifying safety risks, which resulted in a shorter life-of-mine and therefore a lower recoverable amount. Plans for any future development at Steyn 1 and St Helena have been put on hold indefinitely, triggering impairment on these assets.

Exploration expenditure

In fiscal 2012, exploration expenditure increased from US$46 million to US$64 million, primarily as a result of the increase in exploration activity in PNG.

Other expenses — net

The charge for other expenses increased from US$3 million to US$6 million in fiscal 2012. Included in the total for fiscal 2012 is a foreign exchange loss of US$6 million related to the translation of the US$ syndicated revolving credit facility into Rand. The charge for fiscal 2011 includes a loss of US$6 million for the foreign exchange losses realized on the liquidation of certain dormant Australian subsidiaries.

Loss from associates

The loss from associates was US$nil in fiscal 2012, compared to a loss from associates of US$7 million in fiscal 2011. The amount represents Harmony’s 40 % share in Rand Uranium’s profits and losses. Harmony ceased equity accounting the investment at the end of March 2011 when shareholders of Rand Uranium agreed to sell the company, and the investment in Rand Uranium was classified as held for sale. The transaction for the disposal of the investment in Rand Uranium was concluded in January 2012.

Reversal of impairment / (impairment) of investment in associate

The amount for fiscal 2011 relates to the impairment of the carrying value of the investment in Rand Uranium when it was classified as held for sale and written down to its recoverable amount. Following an increase in the proceeds received, denominated in US dollars, a reversal of US$7 million was recorded in fiscal 2012.

Impairment of investments

During fiscal 2012, the investment in Wits Gold was considered impaired as the fair value of the equity instrument at June 30, 2012 (US$16 million) was significantly lower than its original cost at initial recognition (US$41 million). This was assessed by management to be a significant decline and as a result the cumulative losses in the fair value reserve were reclassified to the income statement.

Net gain on financial instruments

The gain of US$11 million in fiscal 2012 relates primarily to the fair value gain recognized on the equity-linked deposits (“ELDs”) held by the environmental trusts, which are classified as fair value through profit or loss investments. The gain recognized on the ELDs in fiscal 2011 was US$18 million.

Gain on farm-in option

In 2011, we recognized a gain of US$38 million on the cancellation of the Freegold farm-in option. The Freegold option allowed the group to acquire a beneficial interest of up to 40% in any future mines established by Wits Gold on certain properties in the Free State. On 5 November 2010 the group received 4,376,194 shares in Wits Gold as consideration for the cancellation of the option.

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Investment income

Investment income decreased from US$19 million in fiscal 2011 to US$12 million in fiscal 2012, primarily due to a substantial decrease in interest on refunds from the South African Revenue Service (“SARS”), reduction in interest rates generally and weakening of the Rand against the US dollar resulted in the Rand equivalent amounts being translated at a higher rate of R7.77 compared to R6.99 in 2011.

Income and Mining Taxes

South Africa. We pay taxes separately on mining income and non-mining income. The amount of our South African mining income tax is calculated on the basis of a formula that takes into account our total revenue and profits from, and capital expenditures for, mining operations in South Africa. 5% of total mining revenue is exempt from taxation in South Africa as a result of the application of the gold mine formula. The amount of revenue subject to taxation is calculated by deducting qualifying capital expenditures from taxable mining income. The amount by which the taxable mining income exceeds 5% of mining revenue constitutes taxable mining income. We and our subsidiaries each make our own calculation of taxable income.

The tax rate applicable to the mining and non-mining income of a gold mining company previously depended on whether the company had elected to be exempt from the Secondary Tax on Companies (“STC”). The introduction of Dividends Tax on April 1, 2012, which replaced STC, resulted in the repeal of the higher gold mining tax formula. Dividends Tax, which is a withholding tax on dividends, was introduced at a rate of 15%.

In 2012, the tax rates for companies following the repeal of the higher gold mining formula were 34% for mining income and 28% for non-mining income. In 2011, the tax rates for companies that elected the STC exemption were 43% for mining income and 35% for non-mining income, compared with 34% for mining income and 28% for non-mining income if the STC exemption election was not made.

Income and Mining Tax	2012			2011
Effective tax rate expense		(6	%)		(167	%)

The effective tax rate for fiscal 2012 was lower than the statutory tax rate of 34% for us and our subsidiaries as a whole. The lower effective tax rate results primarily from the decrease in the deferred tax rates as a result of the decrease in the statutory gold mining tax rate following the repeal of the higher gold mining formula. As a result, a tax credit was recognized during fiscal 2012 relating to the change in the effective deferred tax rates. Also impacting on the effective tax rate was the effect of the decision by the Supreme Court of Appeal on the appeal by ARMGold/Harmony Freegold Joint Venture Company (Proprietary) Limited (“Freegold”) regarding the South African Revenue Service (“SARS”) application of mining tax ring-fencing. The Court found in favour of SARS on October 1, 2012, which resulted in additional income taxes payable of US$12 million being recognized. This was offset by the impact of the additional allowances on unredeemed capital which resulted in the recognition of deferred tax credits of US$20 million. The receipt of the judgement was deemed to be an adjusting post-balance sheet event.

Deferred tax rates for the South African operations are calculated based on estimates of the future profitability of each ring-fenced mine when temporary differences will reverse. The future profitability of each ring-fenced mine, in turn, is determined by reference to the life-of-mine plan for that operation, which is based on parameters such as the Group’s long term view of the US$ gold price and the Rand/US$ exchange rate, as well as the reserves declared for the operation. As some of these parameters are based on market indicators, they differ from one year to the next. In addition, the reserves may also increase or decrease based on updated or new geological information. Changes in the future profitability of each ring-fenced mine impact the deferred tax rates used to recognize temporary differences at these operations. See “— Critical Accounting Policies and Estimates — Deferred taxes.” The decrease in deferred tax on temporary differences due to changes in estimated effective tax rates results primarily from a decrease in the effective deferred tax rate at REL (includes the Doornkop and Kusasalethu operations) and Freegold (includes the Bambanani, Joel, Phakisa and Tshepong operations). The deferred tax rate for REL decreased from 21.2% in fiscal 2011 to 18.6% in fiscal 2012, and Freegold decreased from 28.5% in fiscal 2011 to 24.3% in fiscal 2012, both due to the decrease in the gold mining tax rate.

Australia. Generally, Australia imposes tax on the worldwide income (including capital gains) of all of our Australian incorporated and tax resident entities. The current income tax rate for companies is 30%. Ongoing business, mining, exploration and rehabilitation costs incurred each year are fully deductible. The cost of plant and capital mining expenditure may be depreciated and deducted over its effective life.

Harmony Gold Australia (Proprietary) Limited and its wholly-owned Australian subsidiary companies are recognized and taxed as a single entity. Under the consolidation rules all of the Australian subsidiary companies are treated as divisions of the Head Company, Harmony Gold Australia. As a result inter-company transactions between group members are generally

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ignored for tax purposes. This allows the group to transfer assets between group members without any tax consequences, and deems all tax losses to have been incurred by the Head Company of the group.

Withholding tax is payable on dividends, interest and royalties paid by Australian residents to non-residents, which would include any dividends on the shares of our Australian subsidiaries that are paid to us. In the case of dividend payments to non-residents, a 30% withholding tax applies. However, where the recipient of the dividend is a resident of a country with which Australia has concluded a double taxation agreement, the rate of withholding tax is generally limited to 15% (or in the case of South Africa 5% where the dividend is paid to a company which controls at least 10% of the Australian dividend paying company). Where dividends are fully franked, no withholding tax applies as an effective credit is allowed against any withholding tax otherwise payable, regardless of whether a double taxation agreement is in place. However, due to the tax profile of Harmony Gold Australia it is not expected to have any franking credits in the foreseeable future.

Australia has a Controlled Foreign Company regime which effectively attributes certain types of passive income derived by offshore subsidiaries and taxes that income as if it had been derived in Australia under Australian tax rules.

PNG. The Hidden Valley Project in PNG commenced operations in fiscal 2010. We are also reviewing other potential projects and carrying out extensive exploration.

PNG mining projects are taxed on a project basis. Therefore each project is taxed as a separate entity, even though it may be one of a number of projects carried on by the same company. In certain circumstances there is an ability to transfer the tax benefit obtained through exploration expenditure between projects and wholly-owned companies. Tax losses are generally quarantined and cannot be transferred between projects.

PNG mining companies are taxed at a rate of tax of 30%. Mining operations in PNG are subject to a 2% royalty which is payable to the PNG Government.

Capital development and exploration expenditure incurred in PNG is capitalized for tax purposes and can be generally deducted at 25% per annum on a diminishing value basis against project income, with the deduction being limited to the lesser of 25% of the diminished value or the income of the project for the year.

PNG imposes dividend withholding tax of 10% on dividends paid by PNG mining operations to non-residents. Although PNG also imposes interest withholding tax on interest paid off-shore, the PNG Tax Act exempts interest paid to non-resident lenders from withholding tax where the PNG company is engaged in mining operations in PNG.

Discontinued Operations

Revenue

Revenue increased by 48% from US$122 million in fiscal 2011 to US$181 million in fiscal 2012. This was mainly as a result of a 22% increase in ounces sold as well as an increase in the average gold price received from US$1,372 per ounce in fiscal 2011 to US$1,672 per ounce in fiscal 2012.

Cost of sales

Cost of sales includes production costs, depreciation and amortization, impairment of assets and employment termination and restructuring costs.

a) Production costs (cash costs)

The average cash costs for the Evander operations decreased from US$1,070 per ounce in fiscal 2011 to US$919 per ounce in fiscal 2012. This can be attributed to a significant increase in the recovered grade from 0.096 ounces per ton in fiscal 2011 to 0.154 ounces per ton in fiscal 2012 resulting in a 23% increase in ounces produced.

b) Depreciation and amortization

Depreciation and amortization decreased from US$24 million in fiscal 2011 to US$9 million in fiscal 2012, or 63%. In Rand terms, the decrease was 57%. The decrease is primarily due to ceasing to depreciate Evander’s assets when they were classified as held for sale, as required by IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, as well as the decrease in volumes produced.

Profit on sale of assets

The profit of US$28 million relates to proceeds received in 2012 for the sale of Evander 6 and Twistdraai.

Income and Mining Taxes

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South Africa. We pay taxes on mining income and non-mining income. For details, refer to the discussion under “Income and Mining Taxes” in the Continuing Operations section.

PNG and Australia. The income tax rate in Australia and PNG is 30% on both mining and non-mining income. For details, refer to the discussion under “Income and Mining Taxes” in the Continuing Operations section.

Continuing and discontinued operations

Net profit

The net profit increased from a net profit of US$86 million in fiscal 2011 to US$341 million in fiscal 2012. This is due to the factors discussed above.

Years Ended June 30, 2011 and 2010

Continuing Operations

Revenues

Revenue increased by 23%, from US$1,351 million in fiscal 2010 to US$1,659 million. This increase can primarily be attributed to the higher average price of gold received by us, US$1,370 per ounce in fiscal 2011 compared to US$1,093 per ounce in 2010. This was offset by a decrease in ounces sold.

Our gold sales decreased 2%, from 1,235,357 ounces (excluding the capitalized ounces from Target 3, Steyn 2 and Hidden Valley) in fiscal 2010 to 1,211,053 (excluding the capitalized ounces from Target 3 and Steyn 2) in 2011. The grade recovered decreased from 0.067 ounces per ton in fiscal 2010 to 0.059 ounces per ton in fiscal 2011. The decrease in ounces can be attributed to the operations in Virginia being placed on care and maintenance during fiscal 2010, as well as the closure of Merriespruit 1 in 2011. Offsetting this decrease was the inclusion of production from Target 3 for the fourth quarter of 2011, and increased production from Doornkop, Kusasalethu, Phakisa and Hidden Valley (included for the full year in 2011 as opposed to three months in 2010) as these operations ramp up to full production capacity.

At Bambanani ounces sold decreased by 27%, from 133,105 in fiscal 2010 to 96,549 in fiscal 2011. This was due to lower production volumes and a decrease in recovery grade from 0.227 ounces per ton in fiscal 2010 to 0.203 in fiscal 2011.

At Doornkop ounces sold increased by 30% from 62,275 in fiscal 2010 to 81,149 in fiscal 2011. This was due to the increase in production volumes as the South Reef continues to build up to full production capacity. This was offset by a slight decrease in recovery grade from 0.105 ounces per ton in fiscal 2010 to 0.102 in fiscal 2011.

At Joel ounces sold decreased by 27%, from 63,788 in fiscal 2010 to 46,618 in fiscal 2011. This was due to a decrease in production volumes, mainly as a result of the shaft stoppage, as well as a decrease in recovery grade from 0.133 ounces per ton in fiscal 2010 to 0.104 in fiscal 2011.

At Kusasalethu ounces sold increased by 10% from 168,244 in fiscal 2010 to 185,510 in fiscal 2011. This was due to the increase in production volumes as the new mine continues to build up to full production capacity. This was offset by a decrease in recovery grade from 0.153 ounces per ton in fiscal 2010 to 0.149 in fiscal 2011.

At Phakisa ounces sold increased by 29% from 44,496 in fiscal 2010 to 57,227 in fiscal 2011. This was due to an increase in production volumes as the mine continues building up to full production in the next three to five years. Also contributing was an improvement in the recovery grade from 0.118 ounces per ton to 0.133 in fiscal 2011.

At Virginia ounces sold decreased from 173,035 ounces in fiscal 2010 to 72,017 in fiscal 2011. This was due to the closure of Harmony 2, Brand 3 and Merriespruit 3 shafts during fiscal 2010 as well as the closure of Merriespruit 1 during fiscal 2011.

At Hidden Valley in PNG ounces sold in fiscal 2011 were 101,017, compared with 8,327 in fiscal 2010. Fiscal 2011 was the first full year that production has been recognized from the operation.

Cost of sales

Cost of sales includes production costs, depreciation and amortization, impairment of assets and employment termination and restructuring costs.

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a) Production costs (cash costs)

The following table sets out our total ounces produced and weighted average cash costs per ounce for fiscal 2011 and fiscal 2010:

	Year Ended June 30, 2011				Year Ended June 30, 2010				Percentage (increase)/decrease in Cash Costs per ounce
	(oz)		($/oz)		(oz)		($/oz)
SOUTH AFRICA
Bambanani (1)		95,198		1,247		131,946		723		(72.5	)
Doornkop		80,763		1,054		62,694		822		(28.2	)
Joel		46,586		1,297		64,495		792		(63.8	)
Kusasalethu		180,334		1,008		175,029		857		(17.6	)
Masimong		137,605		788		155,609		602		(30.9	)
Phakisa		56,649		1,200		44,079		953		(25.9	)
Target (2)		110,919		1,011		110,020		783		(29.1	)
Tshepong		207,950		810		216,986		677		(19.6	)
Virginia		71,149		1,114		170,013		1,036		(7.5	)
Other — surface		107,962		1,101		102,978		744		(48.0	)
INTERNATIONAL
PNG (3)		100,246		993		14,950		1,003		1.0
Total continuing operations		1,195,361				1,248,799
Weighted average				1,004				788		(27.4	)

⁽¹⁾ Excludes 2,894 (2010: 1,061) pre-production ounces from President Steyn 2 shaft, which have not been included in the cash cost calculation as the shaft was in development.

⁽²⁾ Excludes 17,073 (2010: 3,762) pre-production ounces from Target 3, which have not been included in the cash cost calculation for the period that the shaft was in development.

⁽³⁾ Excludes 46,223 pre-production ounces for the period ended April 2010, which had not been included in the cash cost calculation as the operation was in development.

Our average cash costs from continuing operations increased by US$216 per ounce, or 27.4%, from US$788 per ounce in fiscal 2010 to US$1,004 per ounce in fiscal 2011. Cash costs per ounce vary with the working costs per ton (which is, in turn, affected by the number of tons processed) and grade of ore processed. Cash costs expressed in US dollars per ounce also vary with fluctuations in the Rand-US dollar exchange rate, because most of our working costs are incurred in Rand. The increase in cash cost expressed in US dollars per ounce in fiscal 2011 was attributable primarily to the appreciation of the South African Rand against the US dollar of 11%, as well as an increase in operating cost of 9% and the 4% decrease in ounces produced when compared to fiscal 2010. Annual increases in labor cost of 7.5% as well as inflationary pressures on our consumables and energy costs of 18% and 26% respectively were the main contributors towards a higher operating cost. The closure of shafts during fiscal 2010 and 2011 was a major contributing factor to the decrease in ounces produced.

At Bambanani, the cash cost per ounce increased by 73%, from US$723 in fiscal 2010 to US$1,247, primarily due to a decrease in ounces produced as a result of mining ceasing in certain areas.

At Doornkop, the cash cost per ounce increased by 28%, from US$822 in fiscal 2010 to US$1,054, primarily due to an increase in production costs as the South Reef continues to build up to full capacity.

At Joel, the cash costs per ounce increased from US$792 in fiscal 2010 to US$1,297. This increase is due to the decrease in ounces as a result of the production lost during the shaft stoppage.

At Masimong, the cash costs per ounce increased by 31% from US$602 in fiscal 2010 to US$788, primarily due to the appreciation of the Rand against the US dollar.

At Phakisa, the cash costs per ounce increased by 26% from US$953 in fiscal 2010 to US$1,200, primarily due to the increase in production costs as the mine continues to build up in full capacity.

b) Depreciation and amortization

Depreciation and amortization increased from US$166 million in fiscal 2010 to US$230 million in fiscal 2011, or 39%. In Rand terms, the increase was 28%. The increase in US dollar terms was partially due to the appreciation of the Rand against the US dollar in fiscal 2011. Also contributing was the increase in depreciation as tons mined increased at Hidden Valley in PNG, Doornkop and Phakisa, as well as Target 3 being brought into production.

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c) Employment termination and restructuring costs

The charge for employment termination and restructuring costs increased from US$12 million in fiscal 2010 to US$20 million in fiscal 2011. The costs in fiscal 2011 relate primarily to the closure of shafts at Virginia as well as the voluntary retrenchment program after closing Merriespruit 1 shaft. The charge in fiscal 2010 relates primarily to the cost of placing the Virginia shafts on care and maintenance.

d) Impairment of assets

The impairment charge increased from US$34 million in fiscal 2010 to US$39 million in fiscal 2011. The charge in 2011 primarily relates to President Steyn 1 and 2 shafts as well as St Helena as carrying values for the shafts exceed recoverable amounts. Management decided for safety’s sake not to continue mining in some areas of Steyn 2, which resulted in a shorter life-of-mine and therefore a lower recoverable amount. Plans for any future development at Steyn 1 and St Helena have been put on hold indefinitely, triggering an impairment on these assets. The charge in 2010 primarily relates to the impairments at the Virginia operations when several shafts at these operations were placed on care and maintenance. These operations were approaching the end of their planned lives, with between two and four years left in marginal areas. The closures were due to it no longer being economically viable to continue operating these shafts as a result of the increase in costs such as labor and electricity.

Exploration expenditure

Exploration expenditure increased from US$27 million in fiscal 2010 to US$46 million in fiscal 2011, primarily as a result of the increase in exploration activity in PNG.

Other expenses — net

The charge for other expenses decreased from US$8 million in fiscal 2010 to US$3 million in fiscal 2011. The charge for fiscal 2011 includes a loss of US$6 million for the foreign exchange losses realized on the liquidation of certain dormant Australian subsidiaries. The charge for fiscal 2010 includes a loss of US$12 million relating to the translation of inter-company loans within the Australian operations which do not form part of the net investment in foreign operations.

(Loss)/profit from associates

The loss from associates was US$7 million in fiscal 2011, compared to the profit from associates of US$7 million in fiscal 2010. In both years, the amount represents Harmony’s 40 % share in Rand Uranium’s profits and losses. Harmony ceased equity accounting the investment at the end of March 2011 when shareholders of Rand Uranium agreed to sell the company and the investment in Rand Uranium was classified as held for sale.

Impairment of investment in associate

The amount for fiscal 2011 relates to the impairment of the carrying value of the investment in Rand Uranium when it was classified as held for sale and written down to its recoverable amount.

Net gain on financial instruments

The gain of US$18 million in fiscal 2011 relates primarily to the fair value gain recognized on the ELDs held by the environmental trusts, which are classified as fair value through profit or loss investments. The gain recognized on the ELDs in fiscal 2010 was US$5 million. Also contributing to the gain in fiscal 2010 was the realized portion of mark-to-market gains previously recognized in other reserves being reclassified to the income statement on the disposal of certain listed investments during the year.

Gain on farm-in option

In 2011, we recognized a gain of US$38 million on the cancellation of the Freegold farm-in option. The Freegold option allowed the group to acquire a beneficial interest of up to 40% in any future mines established by Wits Gold on certain properties in the Free State. On 5 November 2010, the group received 4,376,194 shares in Wits Gold, with a quoted market value of US$38 million, as consideration for the cancellation of the option.

Investment income

Investment income decreased from US$23 million in fiscal 2010 to US$19 million in fiscal 2011, reflecting lower cash balances and interest rates. Interest received from the investments held by the environmental trusts decreased by 80% as further changes were made to the profile of these investment portfolios from cash to market-linked equity instruments. Offsetting these decreases was an increase in interest received and interest refunds from the SARS, amounting to US$7 million in fiscal 2011.

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Finance costs

Finance costs increased from US$30 million in fiscal 2010 to US$38 million in fiscal 2011, primarily due to higher balances of borrowings when compared to fiscal 2010.

Income and Mining Taxes

South Africa. We pay taxes on mining income and non-mining income. The amount of our South African mining income tax is calculated on the basis of a formula that takes into account our total revenue and profits from, and capital expenditures for, mining operations in South Africa. 5% of total mining revenue is exempt from taxation in South Africa as a result of the application of the applicable gold mine formula. The amount of revenue subject to taxation is calculated by deducting qualifying capital expenditures from taxable mining income. The amount by which the taxable mining income exceeds 5% of mining revenue constitutes taxable mining income. We and our subsidiaries each make our own calculation of taxable income.

The tax rate applicable to the mining and non-mining income of a gold mining company depends on whether the company has elected to be exempt from the STC. STC is a tax on dividends declared and, at present, the STC tax rate is equal to 10%. To the extent we receive dividends, such dividends received are offset against the amount of dividends paid for purposes of calculating the amount subject to STC. In 1993, all existing South African gold mining companies had the option to elect to be exempt from STC. If the election was made, a higher tax rate would apply for both mining and non-mining taxable income. In 2009 and 2008, the tax rates for companies that elected the STC exemption were 43% for mining income and 35% for non-mining income, compared with 34% for mining income and 28% for non-mining income if the STC exemption election was not made. In 1993, the Harmony Company elected to pay the STC tax. All of our South African subsidiaries, excluding Avgold, elected the STC exemption.

Income and Mining Tax	2011			2010
Effective tax rate expense		(167	%)		61	%

The effective tax rate for fiscal 2011 was lower than the statutory tax rate of 43% for us and our subsidiaries as a whole. The lower effective tax rate results primarily from the credit for the Freegold unredeemed capital allowance. SARS previously disallowed Freegold’s “post 1973 gold mine” additional capital allowance claim, and also disallowed Freegold’s application of mining ringfencing. SARS withdrew the additional capital allowance claim on 10 March 2011, conceding that the Freegold operations are entitled to claim this capital allowance. The inclusion of the capital allowance caused an increase in the deferred tax asset on the balance sheet and the resulting credit in the income statement.

Deferred tax rates for the South African operations are calculated based on estimates of the future profitability of each ring-fenced mine when temporary differences will reverse. The future profitability of each ring-fenced mine, in turn, is determined by reference to the life-of-mine plan for that operation, which is based on parameters such as the Group’s long term view of the US$ gold price and the Rand/US$ exchange rate, as well as the reserves declared for the operation. As some of these parameters are based on market indicators, they differ from one year to the next. In addition, the reserves may also increase or decrease based on updated or new geological information. Changes in the future profitability if each ring-fenced mine impact the deferred tax rates used to recognize temporary differences at these operations. See “— Critical Accounting Policies and Estimates — Deferred taxes.” The inclusion of the previously disallowed capital allowance in the determination of Freegold’s future profitability resulted in an increase in the deferred tax asset and contributed to a decrease in the deferred tax rate from 29.4% in fiscal 2010 to 28.5% in fiscal 2011.

Australia. Generally, Australia imposes tax on the worldwide income (including capital gains) of all of our Australian incorporated and tax resident entities. The current income tax rate for companies is 30%.

Harmony Gold Australia Proprietary Limited and its wholly-owned Australian subsidiary companies have formed a tax consolidated group and are recognized and taxed as a single entity. Under the tax consolidation rules all of the Australian subsidiary companies are treated as divisions of the Head Company, Harmony Gold Australia. As a result inter-company transactions between group members are generally ignored for tax purposes. This allows the group to transfer assets between group members without any tax consequences, and deems all tax losses to have been incurred by the Head Company of the group.

Withholding tax is generally payable on dividends, interest and royalties paid by Australian residents to non-residents, which would include any dividends on the shares of our Australian subsidiaries that are paid to us. In the case of dividend payments to non-residents, a 30% withholding tax applies. However, where the recipient of the dividend is a resident of a country with which Australia has concluded a double taxation agreement, the rate of withholding tax is generally limited to 15% (or in the case of South Africa 5% where the dividend is paid to a company which controls at least 10% of the Australian dividend paying company). Where dividends are fully franked, no withholding tax applies, regardless of whether a double taxation agreement is in

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place. However, due to the tax profile of Harmony Gold Australia it is not expected to have any franking credits in the foreseeable future.

Where conduit foreign income received by an Australian company is paid from Australia as a dividend, it is not subject to dividend withholding tax.

Australia has a Controlled Foreign Company regime which effectively attributes certain types of passive income derived by offshore subsidiaries and taxes that income as if it had been derived in Australia under Australian tax rules.

PNG. The Hidden Valley Mine in PNG commenced operations in fiscal 2010. As noted above we have completed a pre-feasibility study on Wafi-Golpu. We are also reviewing other potential projects and carrying out extensive exploration.

PNG mining projects are taxed on a project basis. Therefore each project is taxed as a separate entity, even though it may be one of a number of projects carried on by the same company. In certain circumstances there is an ability to transfer the tax benefit obtained through exploration expenditure between projects and wholly-owned companies. Tax losses are generally quarantined and cannot be transferred between projects.

PNG mining companies are taxed at a rate of tax of 30%. Mining operations in PNG are subject to a 2% royalty which is payable to the PNG Government.

Capital development and exploration expenditure incurred in PNG is capitalized for tax purposes and can be generally deducted at 25% per annum on a diminishing value basis against project income, with the deduction being limited to the lesser of 25% of the diminished value or the income of the project for the year.

PNG imposes dividend withholding tax of 10% on dividends paid by PNG mining operations to non-residents. Although PNG also imposes interest withholding tax on interest paid off-shore, the PNG Tax Act exempts interest paid to non-resident lenders from withholding tax where the PNG company is engaged in mining operations in PNG.

Discontinued Operations

Revenue

Revenue decreased by 12% from US$138 million in fiscal 2010 to US$121 in fiscal 2011. This was due mainly as a result of the closure of Evander 2.5 and 7 shafts.

Cost of sales

Cost of sales includes production costs, depreciation and amortization, impairment of assets and employment termination and restructuring costs.

a) Production costs (cash costs)

The average cash costs for the Evander operations increased from US$922 per ounce in fiscal 2010 to US$1,070 per ounce in fiscal 2011. This can mainly be attributed to the decrease in ounces following the closure of shafts at Evander.

b) Depreciation and amortization

Depreciation and amortization increased from US$15 million in fiscal 2010 to US$24 million, or 60%. In Rand terms, the increase was 37%. The increase in US dollar terms was partially due to the appreciation of the Rand against the US dollar in fiscal 2011.

c) Employment termination and restructuring costs

The charge for employment termination and restructuring costs decreased from US$15 million in fiscal 2010 to US$3 million in fiscal 2011. The costs in fiscal 2011 and 2010 relate primarily to the closure of Evander shafts leaving Evander operations with Evander 8.

d) Impairment of assets

The impairment charge decreased from US$9 million in fiscal 2010 to US$nil in 2011. The charge in 2010 primarily relates to the impairments at the Evander operations when several shafts at these operations were closed. The closures were due to it no longer being economically viable to continue operating these shafts as a result of the increase in costs such as labor and electricity.

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Profit on sale of investment in subsidiary

The profit on sale of investment in subsidiary in fiscal 2011 relates to the sale of Mount Magnet during July 2010. The total is net of the realization of accumulated foreign exchange losses of US$11.2 million.

Income and Mining Taxes

South Africa. The decrease in deferred tax on temporary differences due to changes in estimated effective tax rates results primarily from a decrease in the effective deferred tax rate at Evander Gold Mines Limited. The deferred tax rate for Evander Gold Mines Limited decreased from 22.9% in fiscal 2010 to 11.5% in fiscal 2011 due to the cost and capital expenditure, as well as a reduction in expected kilograms produced and recovered grade.

Australia. We pay taxes on mining income and non-mining income. For details, refer to the discussion under “Income and Mining Taxes” in the Continuing Operations section. In fiscal 2011 and 2010, the income tax rate for companies was 30%.

Continuing and discontinued operations

Net profit/(loss)

The net profit/(loss) increased from a net loss of US$24 million in fiscal 2010 to a net profit of US$86 million in fiscal 2011. This is due to the factors discussed above.

Recent Accounting Pronouncements

Harmony’s accounting policies are described in note 2 to the consolidated financial statements “Accounting policies”. Recently adopted accounting policies, as well as recent accounting pronouncement with the potential for impact on the consolidated financial statements, are described in note 2.1.

Liquidity and Capital Resources

We centrally manage our funding and treasury policies. There are no legal or economic restrictions on the ability of our subsidiaries to transfer funds to us. We have generally funded our operations and our short-term and long-term liquidity requirements from: (i) cash generated from operations; (ii) credit facilities and other borrowings; and (iii) sales of equity securities.

	Fiscal year ended June 30,
	2012			2011			2010
	($ in millions)
Operating cash flows		545			340			210
Investing cash flows		(371	)		(381	)		(453	)
Financing cash flows		(25	)		29			85
Foreign exchange differences		(35	)		13			6
Total cash flows		114			1			(152	)

Operations

Net cash provided by operations is primarily affected by the quantities of gold sold, the gold price, the Rand-US dollar exchange rate, cash costs per ounce and, in the case of the International operations, the Australian dollar and Kina versus US dollar exchange rate. A significant adverse change in one or more of these parameters could materially reduce cash provided by operations as a source of liquidity. The discussion below includes both continuing and discontinued operations,

Net cash generated by operations increased from US$340 million in fiscal 2011 to US$545 million in fiscal 2012 primarily as a result of the increase in the revenue as a result of the higher gold price received. This was offset by the increase in production costs due to inflationary pressures on labor, materials and electricity as well as the increase in exploration expenditure of US$18 million. In addition, the reduction of interest received contributed to a decrease of US$7 million.

Investing

Net cash utilized by investing activities was US$371 million in fiscal 2012, as compared with US$381 million in fiscal 2011. US$15 million was received on May 30, 2012 for the sale of Evander 6 and Twistdraai to Taung Gold Limited, in addition to a deposit of US$15 million received in April 2011. Included in the total for fiscal 2011 is US$30 million received for the disposal of the Mount Magnet operation. Offsetting this is the additions to property, plant and equipment.

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Financing

Financing activities utilized US$25 million in fiscal 2012, compared with US$29 million generated in fiscal 2011.

In fiscal 2011, US$130 million was drawn down from the loan facility with Nedbank. A further US$58 million was drawn down in fiscal 2012. In fiscal 2012, the group entered into a US$300 million syndicated revolving credit facility and drew down US$130 million. Loan repayments in fiscal 2012 amounted to US$159 million (2011: US$81 million). During fiscal 2012, dividends paid amounted to US$57 million, compared with US$30 million in fiscal 2011.

Outstanding Credit Facilities and Other Borrowings

On December 11, 2009, we entered into a loan facility with Nedbank Limited (“Nedbank”), comprising a term facility of R900 million (US$119 million) and a revolving credit facility of R600 million (US$80 million). Interest accrues on a day to day basis over the term of the loan at a variable interest rate, equal to 3 month Johannesburg Interbank Agreed Rate (“JIBAR”) plus 3.5%. Interest is repayable quarterly. The term facility is repayable bi-annually in equal instalments of R90 million (US$12 million) over five years. The revolving credit facility is repayable after three years.

On November 30, 2010, we entered into an additional loan facility with Nedbank, comprising a term loan of R500 million (US$70 million) and a revolving credit facility of R250 million (US$35 million). Interest terms are identical to the original facility. The repayment terms of the original revolving credit facility were amended to coincide with the repayment of the new revolving credit facility. During fiscal 2012, we repaid the revolving credit facilities and, as a result, at June 30, 2012, the full R850 million (US$104 million) on these facilities is available until December 2013. At June 30, 2012, the outstanding balance on the term loan facility is US$93 million.

On August 11, 2011, we entered into a US$300 million syndicated revolving credit facility, which was jointly arranged by Nedbank Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division). The facility is repayable after four years and attracts interest at LIBOR plus 260 basis points, which is payable quarterly. At 30 June 2012, US$170 million of this facility had not been drawn down.

We need to comply with certain debt covenants for both the Nedbank facilities and syndicated revolving credit facility, including that the interest cover ratios shall not be less than two times and the current ratio not less than one time. We complied with the relevant covenants during fiscal 2012.

During July 2007, Morobe Consolidated Goldfields entered into a finance lease agreement with Westpac Bank for the purchase of mining fleet to be used on the Hidden Valley project amounting to US$37 million. Interest is charged at US — LIBOR plus 1.25% per annum. Interest is accrued monthly and lease instalments are repayable quarterly terminating June 30, 2013. The mining fleet financed is used as collateral for these loans. The balance at June 30, 2012 was US$3.3 million.

Tabular Disclosure of Contractual Obligations

Our contractual obligations and commercial commitments consist primarily of credit facilities, post-retirement healthcare and environmental obligations.

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Contractual Obligations on the Balance Sheet

The following table summarizes our contractual obligations as of June 30, 2012:

	Payments Due by Period
	Total ($’million)		Less Than 12 Months July 1, 2012 to June 30,  2013 ($’million)		12-36 Months July 1, 2013 to June  30, 2015 ($’million)		36-60 Months July 1, 2015 To June  30, 2017 ($’million)		After 60 Months Subsequent June 30, 2017 ($’million)
Bank facilities (1)		252		52		69		131		—
Post-retirement health care(2)		22		—		—		—		22
Environmental obligations(3)		248		21		—		—		227
Total contractual obligations		522		73		69		131		249

⁽¹⁾ See Item 5. “Operating and Financial Review and Prospects — Liquidity and Capital Resources — Credit Facilities and Other Borrowings — Outstanding Credit Facilities and Other Borrowings”.

⁽²⁾ This liability relates to post-retirement medical benefits of Freegold employees at the time of acquisition as well as for former employees who retired prior to December 31, 1996 and is based on actuarial valuations conducted during fiscal 2012.

⁽³⁾ We make provision for environmental rehabilitation costs and related liabilities based on management’s interpretations of current environmental and regulatory requirements. See Item 5. “Operating and Financial Review and Prospects — Critical Accounting Policies”. The liability for the Evander operation has been included under less than 12 months in anticipation of the conclusion of the disposal of the Group’s investment in Evander.

Off Balance Sheet Arrangements

Our obligation with regards to operating leases is US$18 million and relates to the offices in Brisbane and PNG as well as expenditure on mineral tenements. Of this amount, US$12 million is due within 12 months.

Capital Expenditure

Total budgeted capital expenditures for fiscal 2013 are US$545 million. Details regarding the budgeted capital expenditures for each operation are found in the individual mine sections under Item 4. “Information on the Company — Business — Harmony’s Mining Operations”. We currently expect that our planned operating capital expenditures will be financed from operations, including use of our current facilities, as described in this section “Outstanding Credit Facilities and Other Borrowings”, and new borrowings as needed.

The following table sets forth our authorized capital expenditure as of June 30, 2012:

	$’million
Authorized and contracted for (1)		63
Authorized but not yet contracted for		275
Total		338

⁽¹⁾ Including our share of the PNG joint venture’s capital expenditure of US$24 million.

Commercial Commitments

The following table provides details regarding our commercial commitments as of June 30, 2012:

	Amount of Commitments Expiring by Period
	Total ($’million)		Less Than 12 Months July 1, 2012 to June 30, 2013 ($’million)		12-36 Months July 1, 2013 to June  30, 2015 ($’million)		36-60 Months July 1, 2015 To June  30, 2017 ($’million)		After 60 Months Subsequent June 30, 2017 ($’million)
Guarantees(1)		51		—		—		—		51
Capital commitments(2)		63		63		—		—		—
Total commitments expiring by period		114		63		—		—		51

⁽¹⁾ Amount of Commitments Expiring by Period.

⁽²⁾ Capital commitments consist only of amounts committed to external suppliers, although a total of US$275 million has been approved by the board for capital expenditures.

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Trend Information

Information on recent trends in our operations is discussed in Item 4. “Information on the Company — Business — Strategy” and “— Results of Operations” above.

Working Capital and Anticipated Financing Needs

The board believes that our working capital resources, by way of cash generated from operations, borrowings and existing cash on hand, are sufficient to meet our present working capital needs. Several of the growth projects will require additional capital expenditure over the next two to three years to complete construction, most of which will be funded from cash generated by operations and the balance by debt. For more information on our planned capital expenditures, see “— Capital Expenditures” above and Item 4. “Information on the Company — Business — Harmony’s Mining Operations”. We may, in the future, explore debt and/or equity financing in connection with our acquisition strategy. See Item 3. “Key Information — Risk Factors — To maintain gold production beyond the expected lives of Harmony’s existing mines or to increase production materially above projected levels, Harmony will need to access additional reserves through exploration or discovery”. Our board believes that we will have access to adequate financing on reasonable terms given our cash-based operations and modest leverage. Our ability to generate cash from operations could, however, be materially adversely affected by increases in cash costs, decreases in production, decreases in the price of gold and appreciation of the Rand and other non-US$ currencies against the US dollar. Future financing arrangements would also be subject to the limits on the board’s borrowing powers described in Item 10. “Additional Information — Memorandum of Incorporation — Directors — Borrowing Powers”. In addition, South African companies are subject to significant exchange control limitations, which may impair our ability to fund overseas operations or guarantee credit facilities entered into by overseas subsidiaries. See Item 10. “Additional Information — Exchange Controls”.

Other Financial Information

Export Sales

All of our gold produced in South Africa during fiscal 2010 to 2012 was refined by Rand Refinery, which is owned by a consortium of the major gold producers in South Africa. All of our gold produced in Australia and PNG in those periods was sold to The Perth Mint Australia, a Perth-based refinery.

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

The composition of Harmony’s board of directors is as follows:

Name	Date of appointment
Patrice Motsepe (1)	September 23, 2003
Frank Abbott (1)	October 1, 1994
Graham Briggs	August 6, 2007
Joaquim Chissano (1)	April 20, 2005
Fikile De Buck (1) (2) (3)	March 30, 2006
Ken Dicks (1) (2)	February 13, 2008
Dr Simo Lushaba (1) (2)	October 18, 2002
Cathie Markus (1) (2)	May 31, 2007
Harry Ephraim Mashego	February 24, 2010
Modise Motloba (1) (2) (4)	July 30, 2004
Mavuso Msimang (1) (2)	March 26, 2011
John Wetton (1) (2)	July 1, 2011
André Wilkens (1)	August 7, 2007

⁽¹⁾ Non-executive directors

⁽²⁾ Independent

⁽³⁾ Lead independent director

⁽⁴⁾ Deputy chairman

The members of the board, their principal past affiliations, information on their business experiences and principal outside activities and selected other information can be found in exhibit 15.1.

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Board Practices

Our current Memorandum of Incorporation provides that the board must consist of no less than four and no more than twenty directors at any time. At October 22, 2012, the board consists of 13 directors.

Our current Memorandum of Incorporation provides that the longest serving one-third of directors retire from office at each annual general meeting. Retiring directors normally make themselves available for re-election and are re-elected at the annual general meeting at which they retire. According to the current Memorandum of Incorporation, the board meets not less than quarterly.

Details of directors’ service contracts are described under “— Compensation of Directors and Senior Management” and “— Directors’ Terms of Employment,” below. We also describe significant ways in which our corporate governance practices differ from practices followed by US companies listed on the NYSE on our website under “Corporate Governance.”

In order to ensure good corporate governance, the board has formed an Audit and Risk Committee, a Remuneration Committee, a Nomination Committee, an Investment Committee, a Social and Ethics Committee and a Technical Committee. At a meeting on 7 May 2012, the board resolved that the Empowerment Committee be incorporated into the Social and Ethics Committee to avoid a duplication of duties. All of the board committees are comprised of a majority of independent, non-executive directors.

Executive Management Committee

Our Executive Committee comprises our executive directors and selected senior officers, each with his or her own area of responsibility. The Executive Committee consists of 12 executives who meet on a weekly basis and more often if required. See exhibit 15.1 for their abridged curricula vitae.

The composition of the Executive Management Committee (with areas of responsibility indicated) is as follows:

Graham Briggs	Chief Executive Officer
Frank Abbott	Financial Director
Harry Ephraim Mashego	Executive Director
Jaco Boshoff (1)	Ore Reserves and New Business
Alwyn Pretorius	Health and Safety
Tom Smith	Chief Operating Officer: South Africa Operations
Marian van der Walt	Corporate and Investor Relations
Johannes van Heerden	Chief Executive Officer: South East Asia
Abre van Vuuren	Risk Management and Health Services
Melanie Naidoo-Vermaak	Environment
Matthews Dikane	Legal Compliance
Anton Buthelezi	Human Resources

⁽¹⁾ Jaco continues to oversee the Evander sale process and will remain chief operating officer of Evander until completion of the sale.

Board Committee

Details of the various board committees and their composition and members can be found in exhibits 15.2 and 15.3.

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Compensation of Directors and Senior Management

The following table shows the compensation of directors and senior management for fiscal 2012:

Name	Directors’ fees ($’000)		Salaries and Benefits ($’000)		Retirement Contributions during the year ($’000)		Bonuses Paid ($’000)		Share Options Exercised during the year ($’000)		Total ($’000) 2011
	2012		2012		2012		2012		2012		2012
Non-executive
Patrice Motsepe		114		—		—		—		—		114
Frank Abbott (1)		20		—		—		—		—		20
Joaquim Chissano		56		—		—		—		—		56
Fikile De Buck		90		—		—		—		—		90
Ken Dicks		48		—		—		—		—		48
Dr Simo Lushaba		63		—		—		—		—		63
Cathie Markus		73		—		—		—		—		73
Modise Motloba		72		—		—		—		—		72
Mavusa Msimang		42		—		—		—		—		42
David Noko (2)		62		—		—		—		—		62
Cedric Savage (3)		49		—		—		—		—		49
John Wetton		73		—		—		—		—		73
Andre Wilkens		64		—		—		—		—		64
Executive
Frank Abbott (4)		—		442		—		14		—		456
Graham Briggs		—		768		—		171		861		1,800
Mashego Mashego		—		302		30		79		285		696
Hannes Meyer (5)		—		277		—		87		—		364
TOTAL		826		1,789		30		351		1,146		4,142

⁽¹⁾  July 2011 to October 2011

⁽²⁾  Resigned June 2011

⁽³⁾  July 2011 to November 2011 (retired)

⁽⁴⁾  November 2011 to June 2012 (appointed 8 November 2011)

⁽⁵⁾  July 2011 to March 2012 (resigned)

Directors’ Terms of Employment

None of our directors have a service contract with us or any of our subsidiaries with a notice or contract period of one year or more or with provisions for pre-determining compensation on termination of an amount which equals or exceeds one year’s salary and benefits in kind.

The terms of employment of our executive directors continue until terminated by reaching the mandatory retirement age of 60 or on service of three months’ notice by either us or the employee. An extension in retirement up to 63, depending on Company needs, may be considered in some instances. Each of our executive directors participates in our share scheme and a discretionary executive cash incentive scheme, the latter provided that certain profit targets, set by the Remuneration Committee, are achieved. They have all waived their rights to directors’ fees.

The executive directors also benefit from pension contributions, provident funds, life insurance and medical aid, the value of which is included in the salary details listed above. The total amount currently set aside or accrued by us and our subsidiaries for the payment of these pension, life insurance, medical aid and retirement benefits is US$nil million. The non-executive directors are entitled to fees as agreed at our annual general meeting from time to time, reimbursement of out-of-pocket expenses incurred on our behalf and remuneration for other services, such as serving on committees. For fiscal 2012, total directors’ remuneration amounted to US$4.1 million and senior management’s remuneration to US$6.3 million. Non-executive directors are paid as per the chart below. Executives participate in an executive bonus scheme and bonuses (if any) are determined for a financial year by the Remuneration Committee, in line with our reward philosophy. A bonus of US$171,171 was awarded to the chief executive officer during the past financial year.

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The board agreed to an increase in non-executive directors’ fees, effective from the date of the annual general meeting on November 30, 2011. Shareholders approved the increase in fees at the annual general meeting.

For fiscal 2012 non-executive directors received the following fees:

	Annual Fee
Board	R 178,000 annually (US$22,909)
Audit and Risk Committee	R 98,000 annually (US$12,613)
Empowerment Committee	R 67,000 annually (US$8,623)
Investment Committee	R 67,000 annually (US$8,623)
Nomination Committee	R 67,000 annually (US$8,623)
Remuneration Committee	R 77,500 annually (US$9,974)
Social and Ethics Committee	R 76,000 annually (US$9,781)
Technical Committee	R 76,000 annually (US$9,781)
Chairman of board	R 825,000 annually (US$106,178)
Chairman of board committees	Double the amount that the individual board committee member received annually
Lead independent director	R265,000 annually (US$34,105)
Deputy chairman	R350,000 annually (US$45,045)

The terms of employment of the non-executive directors are not set out in any written agreements.

Share Options

At October 22, 2012, our directors and senior management held the following share options, totalling less than 1% of our share capital:

Directors and Senior Management	Number of Share Options		Average Strike Price (R)		Expiration Dates
Graham Briggs		91,938		48.55		2014 - 2015
Frank Abbott		—		—		—
Harry Ephraim Mashego		—		—		—
Senior Management (as a group)		170,463		53.40		2013 - 2015
Total		262,401		51.70		2013 - 2015

Options to purchase a total of 829,559 ordinary shares were outstanding on October 22, 2012. The exercise prices of the outstanding options range between R39.00 and R91.60 per share and they expire between 2013 and 2015. Of the outstanding options, options to purchase 262,401 ordinary shares were held by our directors and senior management, as described above. No consideration was payable on the grant of these options. See note 35 to the consolidated financial statements included herein.

Shares issued in terms of the Harmony 2006 Share Plan

At October 22, 2012, our directors and senior management held the following share appreciation rights and performance shares, totaling less than 1% of our share capital:

Directors and Senior Management	Share Appreciation Rights (SAR)		Weighted SAR Price (R)		Performance Shares (PS)		PS Price (R)		Restricted Shares (RS)		RS Price (R)		Expiration Dates
Graham Briggs		277,389		78.00		227,039		—		94,287		—		2012 - 2018
Frank Abbott		6,585		104.79		23,072		—		8,000		—		2014 – 2017
Harry Ephraim Mashego		42,040		82.80		61,776		—		30,262		—		2012 – 2017
Senior management (as a group)		615,480		74.72		653,770		—		130,271		—		2012 - 2017

Awards to purchase a potential maximum of 9,483,275 ordinary shares were outstanding on October 22, 2012. The exercise prices of the outstanding options range between R70.54 and R112.64 per share and they expire between 2012 and 2018. Of the outstanding awards, awards to purchase a potential maximum of 1,949,456 ordinary shares were held by our directors and senior management, as described above. No consideration was payable on the grant of these options. See note 35 to the consolidated financial statements included herein.

Shares issued in terms of the Employee Share Ownership Plan

Awards to purchase a potential maximum of 6,817,880 ordinary shares were outstanding on October 22, 2012. These awards were issued in August 2012 to all employees other than management. These options expire in 2017. No consideration was payable on the grant of these options.

In addition to the awards, 3.5 million ordinary shares were issued to the Tlhakanelo in August 2012. Employees paid the par value of the shares awarded to them, being 50 SA cents per share.

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Share Ownership

The following sets forth, as at June 30, 2012 and at October 22, 2012, the total amount of ordinary shares directly or indirectly owned by our directors and senior management, including shares issued under the 2006 Share Plan. Our directors and senior management do not own any preference shares.

Holder	Ordinary Shares Number as at June 30, 2012		Percentage			Ordinary Shares Number as at October 22, 2012		Percentage
Non-executive chairman
Patrice Motsepe (1)		—		—			—		—
Directors Non-executive
Fikile De Buck		—		—			—		—
Joaqium Chissano		—		—			—		—
Ken Dicks		—		—			12,500		(2	)
Dr. Simo Lushaba		—		—			—		—
Cathie Markus		—		—			—		—
Mavuso Msimang		—		—			—		—
Modise Motloba		—		—			—		—
John Wetton
André Wilkens		101,303		(2	)		101,303		(2	)
Executive Directors
Graham Briggs		—		—			14,347		(2	)
Frank Abbott		—		—			73,900		(2	)
Harry Ephraim Mashego		—		—			—		—
Total Directors (13 persons)		101,303		—			202,050		—

⁽¹⁾  Patrice Motsepe, our Chairman, has an indirect holding through ARM

⁽²⁾ Less than 1%.

Employees

General

Set out below is the number of people working at each of our operations and the number at our operations who are employed by outside contractors as at the end of each of fiscal years 2012, 2011 and 2010.

	Harmony Employees at June 30,						Outside Contractors at June 30,
	2012		2011		2010		2012		2011		2010
South Africa		33,995		34,345		35,788		5,999		4,921		4,331
International		1,905		1,558		1,105		2,605		2,982		1,373
Grand total		35,900		35,903		36,893		8,604		7,903		5,704

The numbers for the International Operations include the employees and contractors at the MMJV.

South Africa

South Africa is a signatory to all the International Labor Organization conventions in respect of employment and fair labor practices. Consequently, South African labor relations are characterized by a high degree of regulation, with legislation covering all aspects of the employment relationship, including but not restricted to the following:

• minimum conditions of employment (note there is no prescribed basic minimum wage, but laws cover most aspects of employment, from hours of work to prohibitions on child labor);

• trade union access and membership;

• training and development;

• mandatory compensation in the event of termination for operational reasons;

• affirmative action policies and programs;

• compensation for occupational illness and injury;

• mechanisms for collective bargaining;

• procedures for the resolution of disputes; and

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• regulation of strikes and dismissals.

Harmony invests in the training and development of its current and potential employees. During fiscal 2012 a significant number of South African employees received some form of training in areas such as mining, engineering, metallurgy, mineral reserve, human resources and soft skills. In South Africa, we have various programs in place to attract and develop university and young school leavers through apprenticeships, bridging programs and bursaries, as well as extensive in-house and external training programs.

In the mining industry, our relationship with the unions and the government is well established and provides a structure for negotiation between independent representative Trade Unions and employer associations of all conditions of employment and the provision of benefits, including retirement benefits and health care for employees and their dependants. This structure also allows for consultation on many operational issues including for example, recruitment and selection, training and development and health and safety. We are no different from the other major gold producers in this regard; we fully participate, and in some instances have played a major role, in the industry’s industrial relations structures, including the Chamber of Mines of South Africa (which represents the interest of the major employers in the mining sector), the various statutory training bodies and benefit structures.

The major unions present and recognized by us are the (i) National Union of Mineworkers (“NUM”), (ii) United Association of South Africa (“UASA”) and (iii) Mineworkers’ Solidarity. The unions are represented as follows:

NUM	78	%
UASA	8	%
Solidarity	2	%
Collective Bargaining Fund	2	%
Non-union	10	%

Certain employees are subject to Agency Shop arrangements (termed the “Collective Bargaining Fund” above) whereby the terms and conditions of service negotiated and agreed to with the recognized Trade Unions are extended to apply to non-union members who, in turn, then pay a small fee to the union) and the rest of the employees either do not belong to a union or belong to one of the more insignificant unions active in Harmony from time to time.

As a result of our highly unionized labor force and the fact that labor costs typically constitute between 46% and 54% of production costs, we have attempted over the years to balance union demands for improvements in wages and conditions of employment with the need to contain and reduce cash costs in order to ensure the long-term viability of our operations.

While no statutory minimum notice period in respect of operational changes is stipulated in Harmony’s collective agreements, there are prescribed processes both in the statutes and collective agreements that have to be completed before any significant operational change can be implemented. The Labor Relations Act in South Africa governs the minimum notice period required in respect of organizational change affecting 50 or more employees. A 60-day notice and consultation period regarding any proposed restructuring or organizational change is allowed in terms of Section 189A of the Act.

Wage negotiations are conducted in a centralized industry forum under the Chamber of Mines. During August 2011, a two-year wage agreement was signed, which includes profit sharing, after a five-day strike across the gold mining industry.

Each year, negotiations with unions span a wide range of issues. In fiscal 2012, these included:

• wellness and retirement;

• training and development;

• housing and transport; and

• women in mining.

Other issues currently being discussed with unions include:

• establishing a bargaining council for the gold mining industry. This has not been finalized but it is envisaged that it will be established by the next round of wage negotiations scheduled for 2013;

• discussions on co-designing arrangements for the effective use of mining assets;

• issues around developing young people living in communities close to mining operations; and

• the current labor unrest regarding wages.

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Work Stoppages

Harmony lost six production days to labor action during fiscal 2012, which included a five-day strike in August 2011 and a national one-day strike called by Cosatu in March 2012.

Since October 2, 2012, employees at Kusasalethu, one of our main productive operations producing 14% of our South African gold production, embarked on an illegal strike with the majority of employees returning to work on October 25, 2012.

HDSAs in management

Employment equity practices and initiatives in South Africa are guided by legislation including the MPRDA. This promotes equal opportunity by eliminating unfair discrimination and implementing affirmative action for women in mining and HDSAs in management. Harmony has a diversity management programme in place to encourage and embrace diversity across the company. The Company reports its employment equity plan and progress to the departments of labour and mineral resources annually.

Harmony’s recruitment policy is aligned to its employment equity policy objectives to:

• pursue a diverse workforce for continued growth and competitiveness;

• create a culture that embraces diversity and change;

• promote equitable representation in all occupational categories and levels in the workforce;

• provide reasonable accommodation for people with disabilities and women; and

• implement affirmative action and positive measures to redress employment imbalances and achieve equality amongst employees.

Accordingly, Harmony’s recruitment, development and retention initiatives are focused on HDSAs in line with Mining Charter requirements. In South Africa, Harmony improved its employment equity status in management levels over the past year to 43% from 42% in the prior year. This is a significant achievement, given the shortage of HDSA management skills in South Africa.

Women in mining

Reflecting good practice, the representation of women across the Harmony group in fiscal 2012 was 12% (3 951 women) (fiscal 2011: 11.5%). At certain operations, the 10% target has been exceeded. The group percentage of women in management was 18% (fiscal 2011: 6%) in the core disciplines of engineering, mining, ore reserve management and metallurgy.

There is no differentiation in salary scales for men and women at Harmony.

Australia

Employee relations in Australia are regulated by a combination of federal and state statutes that stipulate minimum standards and provide for collective bargaining and action. All employment contracts are based on the Fair Work Act of 2009 and the National Employment Standards. Our Australian workforce is not unionized.

Papua New Guinea

Employee relations in PNG are regulated by the Employment Act of 1978 (PNG) and the Employment of Non-Citizens Act 1978 (PNG). Individual contracts are entered into, and the workforce is not unionized.

In PNG, wages are guided by independent market research that compares mining, oil and gas companies in the region. Industrial relations at Hidden Valley have been established through regular dialogue between management and employees via the Employee Relations Committee . Employees at PNG are not unionized, however, employment is guided by a Memorandum of Agreement (“MOA”) between the Landowner Association, the Company and the government. The MOA governance process requires that, when qualifications and experience are equivalent, employment preference is given to local and landowner candidates before individuals from other provinces or countries. Compliance with this agreement is a critical issue in maintaining Harmony’s license to operate.

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Localization

In terms of diversity and equal opportunity, PNG operations are governed by a three-year training plan lodged with the Department of Labour for approval in separate documents for each operation: Hidden Valley joint venture, Wafi-Golpu joint venture and the exploration joint venture. Under this plan, and for the Company to have externally resourced employees, the joint ventures must ensure locally resourced employees are continuously trained and succession is managed. The first set of plans was approved in January 2011.

The succession target of less than 4% permanent externally resourced employees at PNG is continuing. The leadership development programme conducted in the first quarter of fiscal 2012 will ensure that this process continues.

Women in mining

At Hidden Valley, the percentage of women has risen to 14%, closer to the national average of 15%. Harmony is focused on achieving the 2013 target of 17%.

Long Term Incentive Schemes

In addition to employees’ annual salaries, Harmony has implemented various share option schemes, including the Harmony 2006 Share Plan. In all, 60,011,669 shares of Harmony’s share capital are reserved for long-term incentive schemes.

The 2001 and 2003 share option schemes

Harmony has two share option schemes, namely the 2001 Share Option Scheme and the 2003 Share Option Scheme (collectively the existing schemes), which all have similar rules. Since the implementation of the 2006 Share Plan, no options have been nor will be issued in terms of the existing schemes. Options granted before the implementation of the 2006 Share Plan remain open for acceptance for 10 years after the date of grant, subject to the terms of the relevant option scheme.

Broad-Based Employee Share Ownership Plan

In August 2012, Harmony made awards under its ESOP, governed by Tlhakanelo, through which more than 33,000 employees participate in direct ownership of the company.

Tlhakanelo is an equity-settled share incentive and share appreciation rights scheme, in terms of which 4 288 000 scheme shares and 8,576,000 share appreciation rights have been made available for offers to current and future qualifying Harmony employees based on years of service. All non-management employees will benefit from the scheme, based solely on length of service. In future, trustees of Tlhakanelo will comprise both management and union representatives.

The Harmony 2006 Share Plan

The Harmony 2006 Share Plan (the “Share Plan”) was adopted by shareholders at the annual general meeting held on November 10, 2006. The Share Plan incorporates the following elements: equity- settled share appreciation rights, performance shares and performance allocated restricted shares. The Share Plan is in line with global best practice and South African best practice, which in combination serves to reward the required attributes of shareholder alignment and long-term, sustained performance.

In terms of the Share Plan, executive directors and senior employees of Harmony and its subsidiaries and associates are awarded rights to receive shares in Harmony. The right to receive shares is conditional on the service and performance conditions having been met (i.e. the awards having vested) and, in the case of the Share Appreciation Rights (“SARs”), the awards having been exercised.

The primary intent of the Share Plan is to reward executives and senior management for long term, sustained performance achievements which are aligned to shareholder value.

The nature of the Share Plan, which is linked to performance conditions, is not as dilutive as a normal share option scheme.

Annual allocations of SARs awards of performance shares and grants of restricted shares are governed by Harmony’s reward philosophy, in which (inter alia) the ‘expected value’ of long-term incentive rewards is set for defined categories of executives and senior management. The expected value is defined as the present value of the future reward outcome of an allocation/award/grant, given the targeted future performance of Harmony and its share price.

The 2009 allocations and awards will vest in November 2012, subject to performance conditions being met.

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Short-term incentive scheme

Our Remuneration Committee ensures that our directors and senior executives are fairly rewarded for their individual contributions to our overall performance.

In September 2006, the Remuneration Committee approved an annual incentive scheme as part of Harmony’s Reward Philosophy. This scheme was revised in 2010 to provide twice-yearly incentive bonuses for all management employees applying to corporate, Harmony central services, medical services and central operations; and quarterly incentive bonuses for designated shaft management team members as well as regional operations management teams to benefit executive directors and members of management.

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

We are an independent gold producer, with no single shareholder exercising control. As of October 22, 2012, our issued share capital consisted of 435,064,236 ordinary shares. To our knowledge, (A) we are not directly or indirectly owned or controlled (i) by another corporation or (ii) by any foreign government and (B) there are no arrangements (including any announced or expected takeover bid), the operation of which may at a subsequent date result in a change in our control.

The voting rights of our major shareholders do not differ from the voting rights of other holders of the same class of shares.

Significant changes in the percentage ownership held by major shareholders in the past three years are described below on “Related Party Transactions”.

A list of the 5% holders of our securities as of October 22, 2012 is set forth below:

Holder	Number of Shares		Percentage
1. Deutsche Bank Trust Company Americas (1)		135,983,632		31.26	%
2. ARM Ltd. (2)(3)		63,632,922		14.63	%
3. Blackrock Investment Management (UK) Ltd. (3)		46,689,550		10.73	%
4. Public Investment Corporation of South Africa (3)		29,065,398		6.68	%
5. Van Eck Global (3)		25,811,219		5.93	%
6. Allan Gray Unit Trust Management Ltd. (3)		23,534,105		5.41	%
7. First Eagle Investment Management LLC (3)		21,922,665		5.04	%

⁽¹⁾ Depository changed from Bank of New York Mellon to Deutsche Bank Trust Company Americas as of October 10, 2011 with respect to the ADRs held on the US register. Holding disclosed represents outstanding ADRs on October 22, 2012.

⁽²⁾ Patrice Motsepe, our Chairman, has an indirect holding in ARM Limited.

⁽³⁾ Holdings as of September 30, 2012

As of October 22, 2012, there were 1943 record holders of our ADRs in the United States.

Capital Raising

The Company did not engage in any capital raising during fiscal 2011 or 2012.

Related Party Disclosure and Transactions

None of our directors or major shareholders or, to our knowledge, their families, had any interest, direct or indirect, in any transaction since July 1, 2009 or in any proposed transaction that has affected or will materially affect us or our subsidiaries, other than as stated below.

ARM Limited currently holds approximately 14.7% of our shares. Patrice Motsepe, André Wilkens, Joaquim Chissano and Frank Abbott are directors of ARM Limited.

During fiscal 2010 we concluded separate purchase agreements with the liquidators of Pamodzi FS for the purchase of its Free State assets and inventories. The consideration paid for the mining assets was US$36.6 million and US$16.0 million was paid for the inventories. Pamodzi FS was a subsidiary of Pamodzi, which is an associate of Harmony.

On March 19, 2010, Harmony Gold Mining Company Limited concluded an agreement with AVRD, for the purchase of its 26% share of the mining titles of the Doornkop South Reef. The 26% interest was transferred from AVRD to Harmony in exchange for Harmony repaying the AVRD Nedbank loan of US$33.4 million and the issue of 2,162,359 Harmony shares, valued

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at US$20.5 million. On January 6, 2012, the conditions precedent for the sale of the group’s investment in Rand Uranium (Proprietary) Limited to Gold One International Limited were fulfilled

See note 36 of the consolidated financial statements for the balances due to and from associates and joint ventures.

INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

Item 8. FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS

Please refer to Item 18. “Financial Statements” of this annual report.

Legal Proceedings

None of our properties is the subject of pending material legal proceedings. We have experienced a number of claims and legal and arbitration proceedings incidental to the normal conduct of our business, such as the ones described below. The directors, however, do not believe that liabilities related to such claims and proceedings are likely to be, individually or in the aggregate, material to the Company’s consolidated financial condition.

AngloGold Ashanti court case

Harmony has been named as a second defendant in the Mr. Thembekekile Mankayi v AngloGold Ashanti court case, under which the principles of compensation under ODIMWA are currently being tested. The case was heard in the High Court of South Africa in June 2008, and an appeal heard in the Supreme Court of Appeals in 2010. In both instances judgement was awarded in favour of AngloGold Ashanti. A further appeal that was lodged by Mr Mankayi was heard in the Constitutional Court in 2010. Judgement in the Constitutional Court was handed down on March 3, 2011. The judgement allows Mr Mankayi’s executor to proceed with the case in the High Court of South Africa. Should anyone bring similar claims against Harmony in future, those claimants would need to provide that silicosis was contracted while in the employment of the Company and that it was contracted due to negligence on the Company’s part. The link between the cause (negligence by the Company while in its employ) and the effect (the silicosis) will be an essential part of any case. Should anyone bring similar claims against Harmony in future, those claimants would need to provide evidence proving that silicosis was contracted while in the employment of the Company and that it was contracted due to negligence on the Company’s part. The link between the cause (negligence by the Company while in its employ) and the effect (the silicosis) will be an essential part of any case. It is therefore uncertain as to whether the Company will incur any costs related to silicosis claims in the future and due to the limited information available on any claims and potential claims and the uncertainty of the outcome of these claims, no estimation can be made for the possible obligation.

South Africa class action

On August 23, 2012, Harmony and all its subsidiaries were served with court papers entailing an application by three of its former employees requesting that the South Gauteng High Court certify a class action. In essence, the applicants want the court to declare them as representing a class of people for the purposes of instituting an action for relief and to obtain directions as to what procedure to follow in pursuing the relief required against Harmony. Harmony has subsequently retained legal counsel in this regard and on September 5, 2012, Harmony served and filed its notice of intention to oppose the application as it is of the view that the applicants cannot form part of a class as, according to their own averments, they worked at different operations. At this stage and in the absence of a Court decision on this matter, it is uncertain as to whether the Company will incur any costs related to silicosis claims in the near future. Due to the limited information available on any claims and potential claims, and the uncertainty of the outcome of these claims, no estimation can be made for the possible obligation.

Freegold court case

The South African Supreme Court of Appeal’s decision regarding the SARS’ application of mining tax ring-fencing was received on October 1, 2012 and the Court found in favour of SARS. The judgement on October 1, 2012, an adjusting post-balance sheet event, resulted in additional income taxes payable of US$12 million being recognized. This was offset by the impact of additional allowances on unredeemed capital which resulted in deferred tax credits of US$20 million.

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US class action

The Company reached a mutually acceptable settlement with the class plaintiffs during fiscal 2012 in a pending class action in the United States District Court for the Southern District of New York in which certain ADR and ADR Option holders are seeking damages against us pertaining to our business practices for the period April 25, 2007 to August 7, 2007. The settlement was approved by the Court in November 2011 but a single class member filed an appeal of the Court’s order approving the settlement. That appeal is currently pending in the United States Court of Appeals for the Second Circuit. The settlement amount has been paid into escrow by the Company’s insurers and will be distributed to the plaintiffs once the appeal has been finalized.

Dividends and Dividend Policy

On August 13, 2009, the board approved a final dividend for fiscal 2009 of R0.50 per share that was paid on September 21, 2009. The total amount of the dividend paid was R213 million (US$28.6 million). As the dividend was declared after the reporting date of June 30, 2009, the dividend was not recorded in fiscal 2009.

On August 13, 2010, the board approved a final dividend for fiscal 2010 of R0.50 per share that was paid on September 20, 2010. The total amount of the dividend paid was R214 million (US$29.3 million). As the dividend was declared after the reporting date of June 30, 2010, the dividend was not recorded in fiscal 2010.

On August 12, 2011, the board approved a final dividend for fiscal 2011 of R0.60 per share that was paid on September 19, 2011. The total amount of the dividend paid was R258 million (US$33.9 million). This was recorded in fiscal 2012. On February 1, 2012, the board approved an interim dividend for fiscal 2012 of R0.40 per share that was paid on March 12, 2012. The total amount of the dividend paid for fiscal 2012 was R431 million (US$58.6 million).

On August 13, 2012, the board approved a final dividend for fiscal 2012 of R0.50 per share that was paid on September 17, 2012. The total amount of the dividend paid was R217 million (US$26.7 million). This was recorded in fiscal 2013.

For information on our accounting policy relating to dividends, see note 2.20 to the consolidated financial statements.

Recent Developments

Dividends

On August 13, 2012, the board approved a final dividend for fiscal 2012 of R0.50 per share that was paid on September 17, 2012. The total dividend paid during fiscal 2012 amounts to R216 million (US$27 million).

ESOP

On August 31, 2012, Harmony issued 3.5 million shares to the Tlhakanelo Employee Share Trust, of which 3.4 million shares were allocated to participants.

Developments in legal proceedings

See “- Legal Proceedings” above for developments in the South African class action and Freegold court case.

Work Stoppage

Since October 2, 2012, employees at Kusasalethu, one of our main productive operations producing 14% of our South African gold production, embarked on an illegal strike with the majority of employees returning to work on October 25, 2012.

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Item 9. THE OFFER AND LISTING

Markets

Stock Exchange Listings and Ticker Codes

The primary listing of our ordinary shares is on the JSE Limited. Our ordinary shares are also listed on stock exchanges Berlin and Brussels in the form of International Depositary Receipts and on the New York Stock Exchange in the form of ADSs. We notified NASDAQ on June 9, 2010 of our intention to voluntarily terminate our listing on NASDAQ. The last day of trading of Harmony’s ADSs on NASDAQ was June 21, 2010. We voluntarily delisted from Euronext Paris on August 30, 2010. Harmony further voluntarily delisted from the London Stock Exchange on January 11, 2012.

JSE Limited	HAR
New York Stock Exchange	HMY
Euronext Brussels	HMY
Berlin Stock Exchange	HAM1

Offering and Listing Details

The high and low sales prices in Rand for our ordinary shares on the JSE for the periods indicated were as follows:

	Harmony Ordinary Shares (Rand per Ordinary Share)
	High		Low
Fiscal year ended June 30, 2008
Full Year		118.52		60.00
Fiscal year ended June 30, 2009
Full Year		129.50		54.99
Fiscal year ended June 30, 2010
First Quarter		87.51		69.05
Second Quarter		87.00		74.00
Third Quarter		80.77		68.80
Fourth Quarter		81.40		68.65
Full Year		87.51		68.65
Fiscal year ended June 30, 2011
First Quarter		83.80		71.90
Second Quarter		88.02		76.18
Third Quarter		102.26		74.77
Fourth Quarter		103.25		83.29
Full Year		103.25		71.90
Fiscal year ended June 30, 2012
First Quarter		106.00		85.80
Second Quarter		115.75		92.64
Third Quarter		101.75		82.88
Fourth Quarter		89.00		72.84
Full Year		115.75		72.84
Fiscal year ended June 30, 2013
July 2012		82.95		73.63
August 2012		85.71		68.24
September 2012		78.16		67.50
As of October 22, 2012		70.99		66.90

On October 22, 2012, the share price of our ordinary shares on the JSE was R70.00.

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Our ADRs are listed on the New York Stock Exchange. We were listed on NASDAQ from November 29, 2005 until we voluntarily de-listed on June 21, 2010. The high and low sales prices in US dollars for our ADRs for the periods indicated, as reported on the NYSE and NASDAQ, were as follows:

	NYSE Harmony ADRs ($ per ADR)				NASDAQ Harmony ADRs ($ per ADR)
	High		Low		High		Low
Fiscal year ended June 30, 2008
Full Year		15.27		8.42		15.27		8.74
Fiscal year ended June 30, 2009
Full Year		13.06		5.58		13.07		5.54
Fiscal year ended June 30, 2010
First Quarter		11.75		8.50		11.78		8.50
Second Quarter		11.98		9.73		11.94		9.74
Third Quarter		11.11		8.79		—		—
Fourth Quarter		10.57		9.04		—		—
Full Year		11.98		8.50		—		—
Fiscal year ended June 30, 2011
First Quarter		11.74		9.72		—		—
Second Quarter		12.75		10.75		—		—
Third Quarter		15.26		10.56		—		—
Fourth Quarter		15.57		12.34		—		—
Full Year		15.57		9.72		—		—
Fiscal year ended June 30, 2012
First Quarter		14.87		11.50		—		—
Second Quarter		14.37		11.34		—		—
Third Quarter		13.31		10.70		—		—
Fourth Quarter		11.04		8.70		—		—
Full Year		14.87		8.70		—		—
Fiscal year ended June 30, 2013
July 2012		10.20		8.90		—		—
August 2012		10.34		8.43		—		—
September 2012		9.49		8.21		—		—
As of October 22, 2012		8.40		7.85		—		—

On October 22, 2012, the closing share price of our ordinary shares on the NYSE was US$8.23.

The Securities Exchange in South Africa

The JSE is the sixth largest emerging market exchange and by far the leading exchange in Africa, playing a leadership role in the continent, supporting South Africa’s role as the African financial hub. It is also recognized as a leading exchange in the global resources sector.

As South Africa’s only full service securities exchange, the JSE connects buyers and sellers in five different markets: equities, which includes a primary and secondary board, equity derivatives, agricultural derivatives and interest rate instruments. The JSE is one of the top 20 exchanges in the world in terms of market capitalization. The market capitalization of the JSE equities market was R7,354 billion (US$946 billion) at June 30, 2012. The mining market capitalization was, at June 30, 2012, 18% of the overall JSE market capitalization and constituted 25% in terms of value traded.

STRATE Settlement

Under STRATE there are essentially two types of clients: controlled and non-controlled. A controlled client is one who elects to keep his shares and cash with his broker and these shares are held in custody at the broker’s chosen Custodian Bank, the CSDP. A non-controlled client is one who appoints his own CSDP to act as custodian on his behalf. Equity settlements take place on a contractual T+5 (where T= trade date) settlement cycle. Securities and funds become due for settlement a set number of business days after the trade. Contractual settlement is a market convention embodied in the rules of the JSE which states that a client has a contractual obligation to cause a JSE trade to settle on settlement day. The JSE, in its capacity as Settlement Authority, ensures that all on-market trades entered into by two JSE member firms settle five days after the trade date.

PLAN OF DISTRIBUTION

Not applicable.

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SELLING SHAREHOLDERS

Not applicable.

DILUTION

Not applicable.

EXPENSES OF THE ISSUE

Not applicable.

Item 10. ADDITIONAL INFORMATION

Memorandum of Incorporation

This section summarizes certain material provisions of Harmony’s current Memorandum of Incorporation, the Companies Act and the JSE Listings Requirements, each as currently in effect. These descriptions do not purport to be complete and are qualified in their entirety by reference to all of the provisions of those sources. Directions on how to obtain a complete copy of Harmony’s current Memorandum of Incorporation are provided under “— Documents on Display” below.

General

We are a public company with limited liability, and is registered under Registration number 1950/038232/06 with the Companies and Intellectual Property Commission (“CIPC”) (previously known as “CIPRO” or “the Registrar of Companies”), a member of the Department of Trade and Industry. We are governed by our current Memorandum of Incorporation, the provisions of the Companies Act and the various Listings Requirements. Our operations are also subject to various laws and regulations, including those described in Item 4. “Information on the Company Regulation”.

In accordance with the provisions of the Companies Act, which came into operation on 1 May 2011, the current Memorandum of Incorporation will, subject to approval of the shareholders, be replaced in its entirety at the annual general meeting of the Company to be held on November 28, 2012.

Objects and Purposes

Our objects are set forth in Paragraph 3 of our Memorandum of Association and include:

• to acquire by purchase, cession, grant, lease, exchange or otherwise any movable or immovable property, mines, mineral property, claims, mineral rights, mining rights, mining leases, mining titles, mynpachts, lands, farms, buildings, water rights, concessions, grants, rights, powers, privileges, surface rights of every description, servitudes or other limited rights or interests in land and mineral contracts of every description; and any interest therein and rights over the same; and to enter into any contract, option or prospecting contract in respect thereof, and generally to enter into any arrangement that may seem conducive to our objects or any of them;

• to carry out all forms of exploration work and in particular to search for, prospect, examine, explore and obtain information in regard to mines, mineral properties, claims, mineral rights, mining rights, mining leases, mining titles, mynpachts, mining districts or locations and ground and soil supposed to contain or containing precious stones, minerals or metals of every description;

• to open, work, develop and maintain gold, silver, diamond, copper, coal, iron and other mines, mineral and other rights, properties and works, and to carry on and conduct the business of raising, crushing, washing, smelting, reducing and amalgamating ores, metals, minerals and precious stones, and to render the same merchantable and fit for use and to carry on all or any of the businesses of miners, mineralogists, metallurgists, amalgamators, geophysicists, smelters, quarry owners, quarrymen and brickmakers;

• to buy, sell, refine and deal in bullion, specie, coin and precious and base metals, and also precious stones and other products of mining; and

• to employ and pay mining experts, agents and other persons, partnerships, companies or corporations, and to organize, equip and dispatch expeditions for prospecting, exploring, reporting on, surveying, working and developing lands, farms, districts, territories and properties in any part of the world, whether the same are our property or otherwise.

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Directors

Disclosure of Interests

Notwithstanding anything to the contrary in the current Memorandum of Incorporation, directors shall comply with the provisions of the Companies Act, under the terms of which each director, prescribed officer and member of any committee of the board (whether or not such persons are also members of the board) shall, subject to the exemptions and the qualifications contained in the Companies Act, comply with all of the provisions of the Companies Act in the event that they (or any person who is a related person to them) have a personal financial interest in any matter to be considered by the board.

A director, notwithstanding his or her interest, may be counted in the quorum present at any meeting where: (i) he or she or any other director is appointed to hold any office or position of profit in Harmony; (ii) the directors resolve to exercise any of our rights to appoint, or concur in the appointment of, a director to hold any office or position of profit in any other company; or (iii) the terms of any such appointment are considered or varied. At this meeting, each director may vote on the matters listed above, but no director may vote in respect of his or her own appointment, or the arrangement or variation of the terms of his or her own appointment.

The restrictions described above do not prevent or debar any director, as a holder of any class of our shares, from taking part in or voting upon any question submitted to a vote by that class at a general meeting, regardless of that director’s personal interest or concern.

Compensation

The Company may pay remuneration to the directors for their services as directors in accordance with a special resolution approved by the shareholders within the previous 2 (two) years, as set out in the Companies Act.

Borrowing Powers

Our directors may raise, borrow or secure the payment of any sums of money for our purposes as they see fit. However, without the consent of a majority of the holders of our ordinary shares present and voting in a general meeting, the aggregate principal amount outstanding in respect of monies raised, borrowed or secured by us and any of our subsidiaries may not exceed the greater of (i) R40 million or (ii) the aggregate amount, from time to time, of our issued and paid up capital, plus the aggregate of the amounts standing to the credit of all distributable and non-distributable reserves, plus our share premium account and the share premium accounts of our subsidiaries.

Financial assistance

Subject to a special resolution of the shareholders adopted within the previous two years, the board may authorise the Company as contemplated in the Companies Act, to provide financial assistance by way of loan, guarantee, the provision of security or otherwise to any person for the purpose of, or in connection with, the subscription of any option, or any Securities, issued or to be issued by the Company or a related or inter-related company, or for the purchase of any such securities of the Company or a related or inter-related company; and/or as contemplated the Companies Act, to provide direct or indirect financial assistance to a director, prescribed officer of the Company or a related or inter-related company or corporation, or to a member of a related or inter-related corporation.

Rotation

At each of our annual general meetings, one-third of the directors, or, if the number is not a multiple of three, then the number nearest to but not exceeding one-third, shall retire from office by rotation. Those directors who have been longest in office since their last election or re-election shall retire. As between directors of equal seniority, the directors to retire by rotation shall, in the absence of agreement, be selected by lot. If at the date of any annual general meeting, any director shall have held office for a period of at least three years since his or her last election or re-election, he or she shall retire at such meeting, either as one of the directors resigning pursuant to the aforementioned rotation principles, or in addition thereto. Retiring directors are eligible for re-election and said directors have made themselves available for re-election.

If a director is appointed to any Harmony executive office, his or her employment contract may provide that he or she shall be exempt from rotation for the lesser of (i) a period of 5 years or (ii) the period during which he or she continues to hold the relevant executive office. During the relevant period, the director in question shall not be taken into account in determining the retirement of directors by rotation. The number of directors who may be exempt from retirement by rotation in this manner shall not equal or exceed one-half of the total number of the directors at the time of the relevant director’s appointment.

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Qualifications

There is no age limit requirement with regard to retirement or non-retirement of directors. Directors are not required to hold any of our shares to qualify them for appointment as directors.

Share Capital

As of June 30, 2012, our issued share capital consisted of 431,564,236 ordinary shares with a par value of R0.50 each. As of October 22, 2012, our issued share capital consisted of 435,064,236 ordinary shares with a par value of R0.50 each. Our authorized share capital is 1,200,000,000 ordinary shares with a par value of R0.50 each. The terms of the ordinary shares are described in “— Description of Ordinary Shares” below.

Description of Ordinary Shares

This section summarizes the material provisions of Harmony’s ordinary shares as set out in Harmony’s current Memorandum of Incorporation, the Companies Act and the JSE listings requirements, each as currently in effect. It does not purport to be complete and is qualified in its entirety by reference to all of the provisions of those sources.

Dividends

Either the board or a majority of the holders of our ordinary shares, voting in a general meeting, may, from time to time, declare a dividend to be paid to the registered holders of ordinary shares according to their respective rights and interests in the profits, measured in proportion to the number of ordinary shares held by them.

Cash dividends may only be paid out of the profits of the Company. Cash dividends paid by us will not bear any interest payable by us.

South Africa introduced Dividends Tax, effective April 1, 2012, which is a withholding tax on dividends payable by the shareholder at a rate of 15%.

The tax rate on the local dividend payment is 15% unless shareholders are exempted. Certain investors will be exempt from the payment of Dividends Tax while others may pay a reduced rate of tax by virtue of being residents of countries with whom South Africa has entered into Double Taxation Agreements. The entities listed below are all exempt from Dividends Tax:

• a company which is resident in South Africa;

• the Government, provincial government or municipality (of the Republic of South Africa);

• a public benefit organization (approved by SARS to section 30(3) of the Income Tax Act, 1962 (Act No 58 of 1962) (the “ITA”);

• a trust contemplated in section 37A of the ITA (mining rehabilitation trusts);

• an institution, body, or board contemplated in section 10(1)(cA) of the ITA;

• a fund contemplated in section 10(1)(d)(i) or (ii) of the ITA (pension fund, pension preservation fund, provident fund, provident preservation fund, retirement annuity fund, beneficiary fund or benefit fund);

• a person contemplated in section 10(1)(t) of the ITA (CSIR, SANRAL etc.);

• a shareholder in a registered micro business as defined in the Sixth Schedule to the ITA to the extent that the aggregate amount of the dividends paid by that registered micro business to its shareholders during the year of assessment in which that dividend is paid does not exceed R200,000;

• a person that is not a resident and the dividend is a dividend contemplated in paragraph (b) of the definition of “dividend” in section 64D of the ITA (i.e. a dividend on a foreign company’s shares listed in SA, such as dual-listed shares);

• the portfolio of a collective investment scheme in securities;

• any person to the extent that the dividend is not exempt from income tax; or

• any person to the extent that the dividend was subject to secondary tax on companies.

Dividends Tax is triggered by the payment of the dividend. The tax will be withheld from dividends and paid to SARS by regulated intermediaries being Central Securities Depository Participants, Transfer Secretaries, brokers, approved nominee companies and collective investment schemes in securities.

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Dividends are declared payable to holders of ordinary shares who are registered as such on a record date determined by the board, which must be after the later of the date of the dividend declaration or the date of confirmation of the dividend.

Holders of our ordinary shares, voting in a general meeting, may not declare a dividend greater than the amount recommended by the directors, but may declare a smaller dividend. Dividends will be paid to the holders of our ordinary shares in proportion to the number of their shares. All unclaimed dividends may be invested or otherwise utilized by the board for our benefit until claimed; provided that dividends unclaimed after a period of twelve years from the date of declaration may be declared forfeited by the board. Forfeited dividends revert to us.

Any dividend or other sum payable in cash to a holder may be transmitted by a payment method determined by the directors, such as electronic bank transfer or ordinary post to the address of the holder recorded in the register or any other address the holder may previously have given to us in writing. We will not be responsible for any loss in transmission.

Any dividend may be paid and satisfied, either wholly or in part, by the distribution of specific assets, including shares and debentures of any other company, in cash, or by one or more of such methods, as the board may determine and direct at the time of the dividend declaration.

When any holders of our ordinary shares reside outside of South Africa, the board has the power, subject to any applicable laws or regulations, to declare a dividend in a relevant currency other than the Rand and to determine the date on which and the rate of exchange at which the dividend shall be converted into the other currency.

All cash dividends paid by us are expected to be in Rand. Holders of ADRs on the relevant record date will be entitled to receive any dividends payable in respect of the ordinary shares underlying the ADRs, subject to the terms of the Deposit Agreement. Cash dividends paid in Rand will be converted by the depository to US dollars and paid by the depository to holders of ADRs, to the extent it can do so on a reasonable basis and can transfer the US dollars to the United States, net of conversion expenses of the depository, and in accordance with the Deposit Agreement.

Voting Rights

Subject to any rights or restrictions attached to any class of ordinary shares, every holder of our ordinary shares who is present in person at a shareholder meeting, or a person present as a representative of holders of one or more ordinary shares, shall on a show of hands have one vote, irrespective of the number of ordinary shares he holds or represents. Every holder of ordinary shares shall, on a poll, have one vote for every ordinary share held by him. A shareholder is entitled to appoint a proxy to attend and speak and vote at any meeting on his or her behalf. The proxy need not be a shareholder. On a poll, a shareholder entitled to more than one vote (or his representative, proxy or agent) need not, if he votes, use all of his votes or cast all of his votes in the same way.

Distribution of Assets on Liquidation

In the event of voluntary or compulsory liquidation, dissolution or winding up, the assets remaining after payment of all our debts and liabilities, including the costs of liquidation, will be applied to repay the amount paid up on our issued capital to holders of our ordinary shares and, thereafter, the balance will be divided pro rata among the holders of our ordinary shares, subject to any special rights or conditions attaching to any shares. Any portion of our assets may, upon such liquidation, dissolution or winding up, and with the approval of a special resolution, be paid to the ordinary shareholders by the distribution of specific assets or may be vested in trustees for the benefit of such ordinary shareholders.

Redemption/Purchase of Shares

No shares shall be issued which are redeemable by their terms or at the option of any party.

The Companies Act provides that a company may approve the acquisition of its own shares by special resolution, if authorized to do so by its memorandum of incorporation. A company is not, however, permitted to make any form of payment to acquire any of its own shares if there are reasonable grounds for believing that the company is or, after the payment, would be unable to pay its debts or if, after the payment, the consolidated assets of the company fairly valued would be less than the consolidated liabilities of the company. The procedure for acquisition of shares by a company is regulated, in the case of listed companies, both by the Companies Act and the Listings Requirements of the JSE.

We are authorized pursuant to our current Memorandum of Incorporation to approve the acquisition of our shares by special resolution from time to time. We are also authorized pursuant to our current Memorandum of Incorporation to make payments in cash or in specie to any class of our shareholders.

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Issue of Additional Shares and Pre-emptive Rights

The Companies Act does not provide holders of any class of our shares with pre-emptive rights. However, the JSE requires that any new issues of equity shares by companies listed on the exchange must first be offered to existing holders of such shares, in proportion to their current holding.

The JSE will, however, allow a company to issue shares to third parties without first offering them to existing shareholders, in circumstances such as the following:

• pursuant to an employee share incentive scheme the terms of which have been approved by the holders of the relevant class of shares in a general meeting;

• for the acquisition of an asset, provided that if the issue is more than 25% of the company’s issued share capital, a simple majority of holders of ordinary shares present and voting, must vote in favor of the acquisition;

• for a vendor consideration placement to settle the consideration for a bona fide acquisition;

• to raise cash by way of a general issue in the discretion of the directors (but not to related parties) of up to 15% of the issued share capital in any one fiscal year at an issue price with a discount not exceeding 10% of the 30-day weighted average trading price prior to the determination date, provided that the holders of ordinary shares, present and voting at a general meeting, must approve the granting of such authority to the directors by a 75% vote; or

• to raise cash by way of a specific issue of a specified number or a maximum number of shares for cash provided that the holders of ordinary shares, other than controlling shareholders, present and voting, vote in favor of the resolution to issue the shares at a general meeting by a 75% vote. In terms of JSE listings requirements, the circular to be sent to all shareholders informing them of the general meeting must include, inter alia:

• details of the persons to whom the shares are to be issued if such persons fall into the following categories or other categories identified by the JSE: directors of the company or its subsidiaries or their associates; trustees of employee or directors’ share scheme or pension funds; any person having the right to nominate directors of the company; and certain shareholders holding more than 10% of the issued share capital;

• if the persons to whom the shares are to be issued are related parties, an independent expert’s opinion that the issue price is fair and reasonable; and

• should the maximum size of the issue equal or exceed 30% of the company’s issued share capital, full listing particulars, which include, inter alia, a reporting accountant’s report and, in the case of a mining company, a competent person’s report setting out technical details of the company’s operations and assets.

Under the JSE Listing Requirements, any issue of shares is subject to the shares being under the control of the directors and authority must be sought at a shareholder meeting prior any issue of shares.

Transfer of Shares

Owners of our ordinary shares may transfer any or all of their shares in writing in any common form or in any form approved by our directors. Every instrument of transfer must be executed by the transferor or, if the directors so determine, by the transferor and the transferee. The transferor will remain the holder of the ordinary shares transferred until the name of the transferee is entered in our register of members in respect of such ordinary shares.

The board may refuse to recognize any instrument of transfer that is not duly stamped (if required) or is not accompanied by appropriate evidence of the transferor’s title. Such right of refusal will not prevent dealings occurring on an open and proper basis. We retain all instruments of transfer that are registered. Any instrument of transfer that the board refuses to register is, except in the case of fraud, returned on demand to the person depositing such instrument.

Rights of Minority Shareholders and Fiduciary Duties

Majority shareholders of South African companies have no fiduciary obligations under South African common law to minority shareholders. However, under the Companies Act, a shareholder may, under certain circumstances, seek relief from the court if he has been unfairly prejudiced by the company. The provisions in the Companies Act are designed to provide relief for oppressed shareholders without necessarily overruling the majority’s decision. There may also be common law personal actions available to a shareholder of a company.

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Although the concepts are similar, the specific interpretations of fiduciary obligations of directors in South Africa may differ from those in the US and certain other countries. In South Africa, the common law imposes on directors a duty to act with care, skill and diligence and fiduciary duties, which include the duty to conduct the company’s affairs honestly and in the best interests of the company.

Variation of Rights

We may vary the rights attached to any issued or not yet issued shares by special resolution. However, if at any time the issued share capital is divided into different classes of shares, the rights attached to any class may not be varied except with the consent in writing of the holders of at least 75% of the issued shares of that class or through a resolution passed at a separate general meeting of the holders of the shares of that class. The quorum for such a meeting shall be the lesser of (i) 3 shareholders or (ii) 75% of the shareholders of that class, present in person or by their representatives, agents or proxies, provided that such shareholders must control or hold at least one half of the issued shares of that class. A share shall be a share of a different class from another share if the two shares do not rank pari passu in every respect.

Changes in Capital or Objects and Powers of Harmony

The provisions of our current Memorandum of Incorporation pertaining to changes in our share capital and powers are subject to the provisions of the Companies Act and the JSE Listings requirements. Under the current Memorandum of Incorporation, we may by special resolution:

• increase our authorized or paid-up share capital;

• consolidate and divide all or any part of our shares into shares of a larger amount;

• increase the number of our no par value shares without an increase of our stated capital;

• sub-divide all or any part of our shares having a par value;

• convert all of our ordinary or preference share capital consisting of shares having a par value into stated capital constituted by shares of no par value and vice versa;

• convert our stated capital constituted by ordinary or preference shares of no par value into share capital consisting of shares having a par value;

• vary the rights attached to any shares whether issued or not yet issued;

• convert any of our issued or unissued shares into shares of another class;

• convert any of our paid-up shares into stock, and reconvert any stock into any number of paid-up shares of any denomination;

• convert any of our issued shares into preference shares which can be redeemed;

• cancel shares which, at the date of passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of the authorized share capital by the amount of the shares so cancelled; or

• reduce the authorized share capital.

We may by ordinary resolution:

• reduce our issued share capital;

• reduce our stated capital; or

• reduce our capital redemption reserve fund and share premium account.

Meetings of Shareholders

Our directors may at any time convene general meetings of our shareholders. The directors shall convene a general meeting upon request of shareholders in accordance with the provisions of the Companies Act. No more than fifteen months may elapse between the date of one annual general meeting and the next, and the annual general meeting shall be held within six months after the expiration of each of our financial years.

We are required to provide our members with written notice of meetings, which shall specify the place, the day and time of the meeting. In every notice calling a meeting of Harmony or of any class of members of Harmony, there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend and vote in

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lieu of such person and that a proxy need not also be a member. Notice of a general meeting shall be given to the JSE and to the following persons and no other person shall be entitled to receive notice of general meetings:

• to every member of Harmony except any member who has not supplied to Harmony a registered address for the giving of notices;

• to every person entitled to a share in consequence of the death or insolvency of a member;

• to the directors and auditor for the time being of Harmony; and

• by advertisement to the holders of share warrants to bearer.

All meetings (whether called for the passing of special or ordinary resolutions) require not less 15 business days’ written notice plus seven days in the event that notices are to be sent via registered mail in accordance with the Companies Act. The Company may call a meeting with less notice, but such a meeting may proceed only if every person who is entitled to exercise voting rights in respect of any item on the meeting agenda is present at the meeting and votes to waive the required minimum notice of the meeting.

Our business may be transacted at a general meeting only when a quorum of members is present. Three members present personally or by representative and entitled to vote are a quorum. Each annual general meeting of the Company must provide for at least the following business to be transacted:

• the presentation of the directors’ report, audited financial statements for the immediately preceding financial year of the Company and an audit and risk committee report;

• the election of Directors, to the extent required by the Companies Act;

• the appointment of an auditor and an audit committee for the following financial year; and

• any matters raised by the Shareholders, with or without advance notice to the Company.

The holder of a general or special power of attorney given by a member, whether the holder is a member or not, shall be entitled to attend meetings of Harmony or of any class of members of Harmony and to vote at such meetings if so authorized by the power of attorney. Any member may appoint a proxy, who need not be a member, to attend, speak and, subject to the provisions of the Companies Act, to vote in his place on a show of hands and on a poll at any general meeting or at any meeting of any class of members. The instrument appointing a proxy to vote at a meeting of Harmony and the power of attorney or other authority shall be deposited at our transfer office not later than 48 hours (excluding Saturdays, Sundays and Public Holidays) before the meeting at which the person empowered proposes to vote. No instrument appointing a proxy shall be valid after the end of a period of 6 months commencing on the date on which it is signed unless otherwise expressly stated in the proxy.

Title to Shares

The registered holder or holders of any shares shall, during his or their respective lifetimes and while not subject to any legal incapacity, be the only person or persons recognized by us as having any right to, or in respect of, such shares and, in particular, we shall not be bound to recognize:

• that the registered holder or holders hold such shares upon trust for, or as the nominee of, any other person; or

• that any person, other than the registered holder or holders, holds any contingent, future or partial interest in such shares or any interest in any fractional part of any of such shares.

Where any share is registered in the names of two or more persons they shall be deemed to be joint holders. Accordingly where any member dies, the survivor or survivors, where the deceased was a joint holder, and the executor of the deceased, where the deceased was the sole holder, shall be the only persons recognized by us as having any right to the interest of the deceased in any of our shares.

We may enter in the register as member, no mine official, of Harmony, the name of any person who submits proof of his appointment as the executor, administrator, trustee, curator or guardian in respect of the estate of a deceased member of Harmony or of a member whose estate has been sequestrated or of a member who is otherwise under disability or as liquidator of any body corporate in the course of being wound up which is a member of Harmony, and any person whose name has been so entered in the register shall be deemed to be a member of Harmony.

Non-South African Shareholders

There are no limitations imposed by South African law or by our current Memorandum of Incorporation on the rights of non-South African shareholders to hold or vote our ordinary shares or securities convertible into ordinary shares.

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Disclosure of certain Transactions

In accordance with the Companies Act, a person must notify the company in the prescribed manner and form within three business days after that person:

• acquires a beneficial interest in sufficient securities of a class issued by that company such that, as a result of the acquisition, the person holds a beneficial interest in securities amounting to 5%, 10%, 15%, or any further whole multiple of 5%, of the issued securities of that class; or

• disposes of a beneficial interest in sufficient securities of a class issued by a company such that, as a result of the disposition, the person no longer holds a beneficial interest in securities amounting to a particular multiple of 5% of the issued securities of that class.

These requirements apply to a person irrespective of whether:

• the person acquires or disposes of any securities: (i) directly or indirectly; or (ii) individually, or in concert with any other person or persons, or

• the stipulated percentage of issued securities is held by that person alone, or in aggregate by that person together with any: (i) related or inter-related person; and (ii) person who has acted in concert with any other person.

If the company receives a notice in terms of this section, the company must:

• file a copy with the Takeover Regulation Panel; and

• report the information to the holders of the relevant class of securities unless the notice concerned a disposition of less than 1% of the class of securities.

Changes in Control

Affected transactions and offers are regulated under the terms of the Companies Act and the requirements embodied in the related Takeover Regulations. The JSE Listing Requirements also contain certain requirements with regard to the process involved in a merger or takeover. While the requirements of the Takeover Regulation Panel (established under section 196 of the Companies Act to, inter alia, regulate affected transactions) and the JSE Listings Requirements might have the general effect of delaying, deferring or preventing a change in control of a company, our current Memorandum of Incorporation does not impose additional restrictions on mergers or takeovers.

Register of Members

We keep a register of shareholders at our office and at the office of our transfer secretaries in South Africa, and our transfer secretaries in the United Kingdom keep a branch shareholders’ register at their offices.

The register of members includes:

• the names and addresses of the members;

• the shares held by each member, distinguishing each share by its denoting number, if any, by its class or kind, and by the amount paid or deemed to be paid thereon;

• the date on which the name of any person was entered in the register as a member; and

• the date on which any person ceased to be a member.

Annual Report and Accounts

The board is required to keep such accounting records and books of account as are prescribed by the Companies Act.

The directors will cause to be prepared annual financial statements and a South African annual report as required by the Companies Act and the JSE rules. We will deliver a copy of the notice and summarized consolidated financial statements to every member not less than fifteen days prior to the date of each annual general meeting.

Our annual report on Form 20-F is available on our website at www.harmony.co.za. We shall deliver a paper copy of the annual report containing our IFRS audited financial statements, free of charge, to any shareholder upon request.

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Material Contracts

We enter into material contracts in connection with our business, as described in Item 4. “Information on the Company — Business” and in connection with financing arrangements, as described in Item 5. “Operating and Financial Review and Prospects — Liquidity and Capital Resources”.

Exchange Controls

Introduction

The following is a general outline of South African exchange controls. Investors should consult a professional adviser as to the exchange control implications of their particular investments.

The Republic of South Africa’s exchange control regulations provide for restrictions on exporting capital from a Common Monetary Area consisting of South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland. Transactions between South African residents (including corporations) and foreigners are subject to these exchange controls, which are regulated by the South African Reserve Bank (“SARB”).

Since 1995 a number of exchange control regulations have been relaxed with regard to both residents and non-residents. In 2010, the government announced further steps on exchange control reform with the aim to achieve a macroprudential risk based approach to the management of foreign exchange. The reforms are being made to enable international firms to make investments through South Africa to the rest of Africa and to further enhance opportunities for offshore portfolio diversification for resident investors.

A considerable degree of flexibility is built into the system of exchange controls, and the SARB possesses substantial discretionary powers in approving or rejecting the applications that fall outside the authority granted to authorized dealers.

These comments relate to exchange controls in force at June 30, 2012. These controls are subject to change at any time without notice, however, the government has previously announced most changes during the annual budget statement in February. It is not possible to predict whether existing exchange controls will be changed by the South African government in the future, however, the trend in recent years has been the continued gradual relaxation of the exchange controls.

Government Regulatory Considerations

Shares

A foreign investor may invest freely in shares in a South African company, whether listed on the JSE or not. The foreign investor may also sell his or her share investment in a South African company and transfer the proceeds out of South Africa without restriction. However, when the company is not listed on the JSE, the SARB must be satisfied that the sales price of any shares reflects fair market value.

Under present South African exchange control regulations, our ordinary shares and ADSs are freely transferable outside the Common Monetary Area between non-residents of the Common Monetary Area. No prior SARB approval is required for the transfer of proceeds to South Africa, in respect of shares listed on the JSE, provided these funds enter the country through the normal banking channels. In addition, the proceeds from the sale of ordinary shares on the JSE on behalf of those holders of ordinary shares who are not residents of the Common Monetary Area are freely remittable to those holders. Share certificates and warrant certificates held by non-residents will be endorsed with the words “non-resident.”

Loans

Generally, the making of loans to us or our subsidiaries, our or our subsidiaries’ ability to borrow from non-South African sources and the repatriation of dividends, interest and royalties by Harmony will be regulated by the Exchange Control Department of the SARB. If a foreign investor wishes to lend capital to a South African company, the prior approval of the SARB must be sought mainly in respect of the interest rate and terms of repayment applicable to such loan.

Interest on foreign loans is freely remittable abroad, provided the loans received prior approval from the SARB.

Investments

We are also required to seek approval from the SARB to use funds held in South Africa to make investments outside of South Africa.

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Dividends

Dividends declared by a quoted company are freely transferable out of South Africa from both trading and non-trading profits earned in South Africa through a major bank as agent for the SARB.

Where 75% or more of a South African company’s capital, voting power, power of control or earnings is directly or indirectly controlled by non-residents, such a company is designated an “affected person” by the SARB, and certain restrictions are placed on its ability to obtain local financial assistance. We are not, and have never been, designated an “affected person” by the SARB.

If an affected person made use of local borrowing facilities, the affected persons must apply for SARB approval prior to remitting dividends offshore. As a general matter, an affected person that has accumulated historical losses may not declare dividends out of current profits unless and until such time that the affected person’s local borrowings do not exceed the local borrowing limit.

Certain South African Tax Considerations

The discussion in this section is based on current law and our interpretation thereof. Changes in the law may alter the tax treatment of our ordinary shares or ADSs, as applicable, possibly on a retrospective basis. The following summary is not a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of our ordinary shares or ADSs, and does not cover the tax consequences that depend upon your particular tax circumstances. In particular, the following summary addresses tax consequences for holders of ordinary shares or ADSs who are not tax residents of South Africa. It specifically excludes the tax consequences for tax non-residents whose holding of shares or ADSs is effectively connected with a permanent establishment in South Africa through which the holder carries on business activities, or who is not the beneficial recipient of the dividends, or where the source of the transaction or dividends is to be in South Africa. In addition, it does not cover the tax consequences for a holder that is not entitled to the benefits of the double taxation agreement concluded between the Republic of South Africa and the United States of America signed on February 17, 1997 (“US Treaty”). It also assumes that the holders would hold the ordinary shares or ADSs on capital account (that is, for investment purpose). We recommend that you consult your own tax adviser concerning the consequences of holding our ordinary shares or ADSs, as applicable, in your particular situation.

Dividends

South Africa introduced Dividends Tax, effective on April 1, 2012 which is a withholding tax on dividends and payable by the shareholder receiving the dividend. Previously South Africa imposed a corporate tax known as STC at a rate of 10% on dividends declared by a South African company. It is important to appreciate that STC was not a withholding tax on dividends, but a tax on profits of a company. The rate of the new dividend withholding tax is 15%. Dividends Tax is imposed on, amongst others, non-resident shareholders, and it is withheld by the company declaring and paying the dividend to its shareholders or the regulatory intermediary, as the case may be.

Article 10 of the US Treaty provides that a dividend withholding tax may be levied by South Africa. However, it may not exceed 5% of the gross amount of the dividends if the beneficial owner is a company which holds directly at least 10% of the voting stock of the South African company paying the dividends. As the US Treaty refers to a maximum withholding tax rate of 15% in other cases, the dividends tax withholding rate would therefore be 15%.

Capital Gains Tax

A Capital Gains Tax (“CGT”) was introduced with effect from October 1, 2001. In the case of an individual, 33.3% from March 1, 2012 (previously 25%) of the capital gain is included in its taxable income. In the case of a corporate entity, 66.6% for years of assessment commencing on or after March 1, 2012 (previously 50%) of such gain is included in its taxable income. CGT is only applicable to non-residents if the proceeds from the sale are attributable to a permanent establishment of the non-resident shareholder. The US Treaty (which will prevail in the event of a conflict) provides that the US holder of ordinary shares or ADSs will not be subject to CGT if the assets have been held as capital assets, unless they are linked to a permanent establishment of such non-resident shareholder in South Africa. To the extent that shares or ADSs are held on revenue account, a similar principle applies with reference to the payment of income tax. Accordingly, income tax is only payable to the extent that the gain is attributable to the carrying on of a business in South Africa through a permanent establishment situation therein. The current corporate rate is equal to 28%. Any gains realized on the disposal of equity shares are automatically deemed to be of a capital nature if they have been held for a continuous period of 3 years. Such provision applies automatically and is not elective.

Generally the domestic laws of South Africa provide that a capital gain will be deemed to have been sourced in South Africa and be subject to South African tax to the extent that the asset related to an interest in immovable property situated in South Africa. It includes any equity shares held by a person in a company if —

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• 80% or more of the market value of the equity shares, ownership or right to ownership or vested interest, as the case may be, at the time of disposal thereof is attributable directly or indirectly to immovable property held otherwise than as trading stock; and

• the person directly or indirectly holds at least 20% of the equity shares in the company or ownership or right to ownership of the other entity.

The provisions of the US Treaty override the deemed source rules to the extent applicable. Article 13 of the US Treaty provides that South Africa is entitled to tax a gain that is attributable to the alienation of real property situated in South Africa, which concept includes the equivalent of a US real property interest, even if held through shares.

With effect from January 1, 2012 it is deemed that an amount will be derived by a person from a source within South Africa if the amount constitutes a dividend received by or accrued to that person.

Securities Transfer Tax

A Security Transfer Tax (“STT”) is applicable in respect of the transfer of any security issued by a South African company at a rate of 0.25% of the taxable amount of the security concerned (generally the market value thereof). A security is defined to include depository receipt in a company, in addition to company shares. STT is not payable on the issue of any security.

Although ADSs in respect of our shares are not listed on the JSE, reference is specifically made to the transfer of depository receipts in a South African company. As a consequence, STT will therefore be payable on the transfer of ADSs. In addition, the process of depositing shares listed on the JSE in return for ADSs, or withdrawing such shares from the deposit facility, may attract STT as and when the shares are transferred to or from the depository institution.

STT is payable by the broker or participant if a transaction is effected through a stockbroker or a strata participant, but it may be recovered from the person acquiring the beneficial ownership of the rights concerned. In other instances, STT is payable by the person acquiring beneficial ownership.

STT is also payable on the subsequent redemption or cancellation of shares or ADSs.

Interest

It is currently proposed that South Africa will implement a traditional withholding tax on interest at the rate of 15% effectively from January 1, 2013, which would be reduced to zero in the case of the US Treaty. However, the South African government announced that the treaties will be renegotiated to refer generally to a minimum 5% withholding tax on interest unless one is dealing with a developed tax system such as the US.

Capitalization Shares

Capitalization shares issued to holders of shares in lieu of cash dividends are currently not subject to Dividends Tax.

Voting Rights

There are no limitations imposed by South African law or by our charter on the right of non-resident or foreign owners to hold or vote our ordinary shares.

Certain Material United States Federal Income Tax Considerations

Except as described below under the heading “Non-US Holders,” the following is a discussion of certain material US federal income tax consequences for a US holder of purchasing, owning, and disposing of the ordinary shares (for purposes of this summary, references to the ordinary shares include the ADSs, unless the context otherwise requires).

You will be a “US holder” if you are a beneficial owner of ordinary shares and you are:

• an individual who is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation for US federal income tax purposes) organized under the laws of the United States, any state thereof, or the District Columbia;

• an estate whose income is subject to US federal income tax regardless of its source; or

• a trust if: (i) a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorized to control all substantial decisions of the trust; or (ii) it has a valid election in effect under applicable US Treasury regulations to be treated as a US person.

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A “non-US holder” is a beneficial owner of ordinary shares that is not a US holder for US federal income tax purposes. If you are a “non-US holder,” the discussion below under “Non-US Holders” will apply to you.

This summary is based on the US Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing and proposed US Treasury regulations, published Internal Revenue Service rulings, and court decisions that are now in effect, any and all of which are subject to differing interpretations and which could be materially and adversely changed. Any such change could apply retroactively and could affect the continued validity of this summary. This summary does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

This summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase the ordinary shares. In particular, this summary deals only with US holders that will hold the ordinary shares as capital assets within the meaning of Section 1221 of the Code. It does not address considerations that may be relevant to you if you are an investor that is subject to special tax rules, such as a bank, real estate investment trust, regulated investment company, insurance company, dealer in securities or currencies, trader in securities or commodities that elects mark-to-market treatment, person that will hold the ordinary shares as a hedge against currency risk or as a position in a “straddle” or conversion transaction, tax-exempt organization, person whose “functional currency” is not the US dollar, person liable for alternative minimum tax, or a person who owns directly, indirectly or by attribution, at least 10% of our stock. This summary also does not address any aspect of US federal non-income tax laws, such as gift or estate tax laws, or state, local, or non-US tax laws, or, except as discussed herein, any tax reporting obligations of a holder of our ordinary shares.

If a partnership (including for this purpose any entity treated as a partnership for US federal income tax purposes) is a beneficial owner of the ordinary shares, the US federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. A holder of the ordinary shares that is a partnership and partners in such a partnership should consult their own tax advisors about the US federal income tax consequences of acquiring, holding, and disposing of the ordinary shares.

In general, if you hold ADSs, you will be treated as the holder of the ordinary shares represented by those ADSs for US federal income tax purposes.

We believe that we will not be a passive foreign investment company, or PFIC, for US federal income tax purposes for the current taxable year. However, we cannot assure you that we will not be considered a PFIC in the current or future years. The determination whether or not we are a PFIC is a factual determination that is based on the types of income we earn and the value of our assets and cannot be made until the close of the applicable tax year. If we were currently or were to become a PFIC, US holders of ordinary shares would be subject to special rules and a variety of potentially adverse tax consequences under the Code.

Taxation of Distributions Paid on Ordinary Shares

Subject to the discussion in “Passive Foreign Investment Company Rules” below, under US federal income tax laws, if you are a US holder, the gross amount of dividends that you receive in cash (or that are part of a distribution that any shareholder has the right to receive in cash) in respect of the ordinary shares generally will be subject to US federal income taxation as dividend income to the extent paid out of our current or accumulated earnings and profits (as determined for US federal income tax purposes). You must include the amount of any South African tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. Dividends received by certain non-corporate US holders during taxable years beginning before January 1, 2013 will be taxed at a maximum rate of 15% where certain holding period and other requirements are satisfied, if such dividends constitute qualified dividend income. Under current law, the 15% rate is scheduled to increase as of January 1, 2013, but this change in rate may be deferred or altered by subsequent changes in the law. Qualified dividend income includes dividends paid by a Qualified Foreign Corporation, and we believe that we are, and will continue to be, a Qualified Foreign Corporation. Holders of ordinary shares should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances. Dividends will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from certain US corporations.

Dividends paid in South African Rand will be includible in your gross income in a US dollar amount calculated by reference to the exchange rate in effect on the day you receive (or the depository receives, in the case of the ADSs) the dividend, regardless of whether the payment is in fact converted into US dollars. If the foreign currency received as a dividend is not converted into US dollars on the date of receipt, a US holder will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in income to the date you convert the payment into US dollars will be treated as ordinary income or loss. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitations. You generally should not be required to recognize any foreign currency gain or loss to the extent such dividends paid

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in South African Rand are converted into US dollars immediately upon receipt by the applicable party. If we distribute non-cash property as a dividend, you generally will include in income an amount equal to the fair market value of the property, in US dollars, on the date that it is distributed. Subject to certain limitations, a US holder may be entitled to a credit or deduction against its US federal income taxes for the amount of any South African taxes that are withheld from dividend distributions made to such US holders. The decision to claim either a credit or deduction must be made annually and will apply to all foreign taxes paid by the US holder to any foreign country or US possession with respect to the applicable tax year.

Dividends received from us will generally be income from non-United States sources, for US foreign tax credit purposes, subject to various classifications and other limitations. The rules relating to computing foreign tax credits are complex. You should consult your own tax advisor to determine the foreign tax credit implications of owning ordinary shares.

Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in the ordinary shares and, to the extent in excess of such basis, will be treated thereafter as capital gain from the sale or exchange of such ordinary shares.

Taxation of the Disposition of Ordinary Shares

Subject to the discussion in “Passive Foreign Investment Company Rules” below, if you are a US holder and you sell or otherwise dispose of your ordinary shares, you will recognize capital gain or loss in an amount equal to the difference between the US dollar value of the amount you receive on the sale and your adjusted tax basis in the ordinary shares, determined in U.S dollars. Such gain or loss generally will be long-term capital gain or loss if you held the ordinary shares for more than one year. Prior to January 1, 2013, long-term capital gain recognized by a non-corporate US holder is generally subject to a maximum tax rate of 15%. Under current law, the 15% rate is scheduled to increase as of January 1, 2013, but this change in rate may be deferred or altered by subsequent changes in the law. In general, any capital gain or loss recognized upon the sale or exchange of ordinary shares will be treated as US source income or loss, as the case may be, for US foreign tax credit purposes. Your ability to offset capital losses against income is subject to limitations.

Deposits and withdrawals of ordinary shares by US holders in exchange for ADSs will not result in the realization of gain or loss for US federal income tax purposes.

To the extent that you incur South African securities transfer tax in connection with a transfer or withdrawal of ordinary shares as described under “— Certain South African Tax Considerations — Securities Transfer Tax” above, securities transfer tax will not be a creditable tax for US foreign tax credit purposes.

Medicare Tax on Unearned Income

For taxable years beginning after December 31, 2012, US holders that are individuals, estates, or trusts and whose income exceed certain thresholds will be required to pay an additional 3.8% tax on “net investment income,” including, among other things, dividends on and capital gains from the sale or other disposition of ordinary shares. US holders that are individuals, estates, or trusts should consult their tax advisors regarding the effect, if any, of this tax on their ownership and disposition of our ordinary shares.

Non-US Holders

If you are a non-US holder of the ordinary shares, you generally will not be subject to US federal income or withholding tax on dividends received on such ordinary shares, unless such income is effectively connected with your conduct of a trade or business in the United States, and the dividends are attributable to a permanent establishment (or in the case of an individual, a fixed place of business) that you maintain in the United States, if that is required by an applicable income tax treaty as a condition for subjecting you to US federal income taxation on a net income basis. In such cases, you generally will be taxed in the same manner as a US holder and will not be subject to US federal income tax withholding. If you are a corporate non-US holder, “effectively connected” dividends may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or a lower rate if you are eligible for the benefits of an applicable income tax treaty that provides for a lower rate.

If you are a non-US holder of the ordinary shares, you will also generally not be subject to US federal income or withholding tax in respect of gain realized on the sale of such ordinary shares, unless: (i) such gain is effectively connected with your conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment (or in the case of an individual, a fixed place of business) that you maintain in the United States, if that is required by an applicable income tax treaty as a condition for subjecting you to US federal income taxation on a net income basis; or (ii) in the case of gain realized by an individual non-US holder, you are present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met. In the first case, the non-US holder will be taxed in the same manner as a US holder. In the second case, the non-US holder will be subject to US federal income tax at a rate of 30% on the amount by which such non-US holder’s US-source capital gains exceed such non-US holder’s US-source capital losses. If you are a corporate non-

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US holder, “effectively connected” gains may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or a lower rate if you are eligible for the benefits of an applicable income tax treaty that provides for a lower rate.

Passive Foreign Investment Company Rules

We believe that our ordinary shares will not be treated as stock of a PFIC for US federal income tax purposes for the current tax year. The determination of whether or not we are a PFIC is a factual determination that cannot be made until the close of the applicable tax year and that is based on the types of income we earn and the value of our assets (including goodwill), both of which are subject to change. In calculating goodwill for this purpose, we will value our total assets based on the total market value, determined with reference to the then-market price of the ordinary shares, and will make determinations regarding the amount of this value allocable to goodwill. Because the determination of goodwill will be based on the market price of the ordinary shares, it is subject to change. It is possible that the US Internal Revenue Service may challenge our valuation of our assets (including goodwill), which may result in us being classified as a PFIC. Thus, it is possible that we may be or become a PFIC in the current or any future taxable year, and we cannot assure you that we will not be considered a PFIC in any such tax year.

In general, if you are a US holder, we will be a PFIC with respect to you if for any taxable year in which you held the ordinary shares:

• at least 75% of our gross income for the taxable year is passive income; or

• at least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for the production of passive income.

Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), the excess of gains over losses from certain types of transactions in commodities, annuities, and gains from assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income.

If we are treated as a PFIC, and you are a US holder that did not make a mark-to-market election, as described below, you will be subject to special rules with respect to:

• any gain you realize on the sale or other disposition of your ordinary shares; and

• any excess distribution that we make to you (generally, any distributions to you during a single taxable year that are greater than 125% of the average annual distributions received by you in respect of the ordinary shares during the three preceding taxable years or, if shorter, your holding period for the ordinary shares).

Under these rules:

• the gain or excess distribution will be allocated ratably over your holding period for the ordinary shares;

• the amount allocated to the taxable year in which you realized the gain or received the excess distribution will be taxed as ordinary income;

• the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate applicable to you in effect for that year; and

• the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.

Special rules apply for calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC.

If you own shares in a PFIC that are treated as marketable stock, you may make a mark-to-market election. If you make this election in a timely fashion, you generally will not be subject to the PFIC rules described above in respect to your ordinary shares. Instead, in general, you will include as ordinary income each year the excess, if any, of the fair market value of your ordinary shares at the end of your taxable year over your adjusted basis in your ordinary shares. You will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of your ordinary shares over the fair market value at the end of your taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). Your basis in the ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain on a sale or other disposition of the ordinary shares will be treated as ordinary income.

We do not intend to furnish you with the information that you would need in order to make a “qualified electing fund” election to include your share of our income on a current basis.

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If you own ordinary shares during any year that we are a PFIC, you must file US Internal Revenue Service Form 8621 (whether or not a mark-to-market election is made) that describes the distribution received on the ordinary shares and the gain realized on the disposition of the ordinary shares. The reduced tax rate for dividend income, discussed above in “Taxation of Distributions Paid on Ordinary Shares,” is not applicable to dividends paid by a PFIC.

The rules dealing with PFICs and the mark-to-market election are very complex and affected by various factors in addition to those described above. Accordingly, you should consult your own tax advisor concerning the application of the PFIC rules to your ordinary shares under your particular circumstances.

US Information Reporting and Backup Withholding Rules

Payments of dividends and sales proceeds that are made within the United States or through certain US-related financial intermediaries are subject to information reporting and may be subject to backup withholding, currently at a rate of 28%, unless the holder: (i) is a corporation or other exempt recipient; or (ii) provides a taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. Unless current individual income tax rates are extended, the backup withholding rate will increase to 31% for payments made on or after January 1, 2013. Backup withholding is not an additional tax, and the amount of any backup withholding from a payment will be allowed as a credit against the US holder’s or the non-US holder’s US federal income tax liability provided that the appropriate returns are filed. A non-US holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status to the payor, under penalties of perjury, on Internal Revenue Service Form W-8BEN.

Recently Enacted Legislation Related to Disclosure of Information with Respect to Foreign Financial Assets

Recently enacted legislation requires a US holder that is an individual that holds an interest in “specified foreign financial assets” to disclose certain information related to these holdings. This requirement only applies for any year in which the aggregate value of all such holdings is greater than US$50,000. For these purposes, “specified foreign financial assets” include: (i) any depository or custodial account maintained by, or certain equity or debt interests in, certain foreign financial institutions; (ii) stock or securities issued by non-US persons; (iii) certain other financial instruments or contracts held for investment where the issuer or counterparty is a non-US person; and (iv) any interest in a foreign entity. In addition, a US holder may be required to furnish certain information to avoid a presumption that the aggregate value of the US holder’s holdings of specified foreign financial assets are in excess of US$50,000. Penalties may apply in the event of noncompliance. These disclosure requirements are effective for taxable years beginning after March 18, 2010. As with all new legislation, the application of certain of these requirements in any particular circumstance may not be entirely clear. Prospective investors should consult their own tax advisors regarding the effect of this legislation in their particular circumstances.

THE PRECEDING DISCUSSION OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR AS TO PARTICULAR TAX CONSEQUENCES TO IT OF PURCHASING, HOLDING, AND DISPOSING OF THE ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN LAWS, AND PROPOSED CHANGES IN APPLICABLE LAWS.

DIVIDENDS AND PAYING AGENTS

Not applicable.

STATEMENTS BY EXPERTS

Not applicable.

DOCUMENTS ON DISPLAY

Our current Memorandum of Incorporation may be examined at our principal place of business at: Randfontein Office Park, Corner of Main Reef Road and Ward Avenue, Randfontein, 1760, South Africa. We also file annual and furnish interim reports and other information with the Securities and Exchange Commission, or the SEC. You may read and copy any reports or other information on file at the SEC’s public reference room at the following location:

Public Reference Room

100 F Street, NW

Room 1580

Washington D.C. 20549

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Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC filings are also available to the public from commercial document retrieval services. We file electronically with the SEC, and the documents it files are available on the website maintained by the SEC at www.sec.gov.

SUBSIDIARY INFORMATION

Not applicable.

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

We are exposed to market risks, including credit risk, foreign currency risk, commodity price risk and interest rate risk associated with underlying assets, liabilities and anticipated transactions. Following periodic evaluation of these exposures, we may enter into derivative financial instruments to manage these exposures. We have policies in areas such as counterparty exposure and hedging practices, which have been approved by our audit committee. We do not hold or issue derivative financial instruments for trading or speculative purposes.

We did not apply hedge accounting to incidental hedges held in the past.

In accordance with IAS 39 — Financial Instruments: Recognition and Measurement, we account for our derivative financial instruments as hedging transactions if the following criteria are met:

• in the case of a hedge of an anticipated future transaction, there is a high probability that the transaction will occur.

Foreign Currency Sensitivity

In the ordinary course of business, we enter into transactions denominated in foreign currencies (primarily US dollars, Australian dollars and Kina). In addition, we incur investments and liabilities in US dollars, Canadian dollars, British pounds sterling, Australian dollars and PNG Kina from time to time. As a result, we are subject to transaction and translation exposure from fluctuations in foreign currency exchange rates. We do not generally hedge our exposure to foreign currency exchange rates.

Our revenues and costs are very sensitive to the exchange rate of the Rand and other non-US currencies to the US dollar because gold is generally sold throughout the world in US dollars, but most of our operating costs are incurred in Rand and other non-US currencies. Appreciation of the Rand and other non-US currencies against the US dollar increases working costs at our operations when those costs are translated into US dollars, which reduces operating margins and net income from our operations. Depreciation of the Rand and other non-US currencies against the US dollar reduces these costs when they are translated into US dollars, which increases operating margins and net income from our operations. See Item 3. “Key Information — Exchange Rates” and Item 3. “Key Information — Risk Factors — Because most of Harmony’s production costs are in Rand and other non-US currencies, while gold is generally sold in US dollars, Harmony’s financial condition could be materially harmed by an appreciation in the value of the Rand and other non-US currencies”.

We did not have any currency contracts in place as of June 30, 2012, 2011 or 2010.

Commodity Price Sensitivity

General

The market price of gold has a significant effect on our results of operations, our ability to pay dividends and undertake capital expenditures, and the market prices of our ordinary shares.

Gold prices have historically fluctuated widely and are affected by numerous industry factors over which we do not have any control. See Item 3. “Key Information — Risk Factors — The profitability of our operations, and cash flows generated by those operations, are affected by changes in the market price for gold, which in the past has fluctuated widely”. The aggregate effect of these factors, all of which are beyond our control, is impossible for us to predict.

Harmony’s Hedging Policy

As a general rule, we sell our gold production at market prices. We generally do not enter into forward sales, commodity, derivatives or hedging arrangements to establish a price in advance for the sale of our future gold production, although we may do so in the future. For more detailed information on our hedging policy, see Item 4. “Information on the Company — Business — Hedge Policy”.

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Commodity Sales Agreements

We did not have any forward commodity sales agreements in place during fiscal 2012, 2011 and 2010.

Interest Rate Sensitivity

Our interest rate risk arises mainly from long-term borrowings. We have variable interest rate borrowings. Variable rate borrowings expose us to cash flow interest rate risk. We have not entered into any agreements to manage this risk in fiscal years 2010, 2011 and 2012.

Sensitivity analysis

A change of 100 basis points in interest rates at June 30, 2012, 2011 and 2010 would have increased (decreased) profit or loss before tax by the amounts shown below. This analysis assumes that all other variables remain constant.

	June 30,
	2012			2011			2010
	($ in millions)
Increase in 100 basis points		2			2			2
Decrease in 100 basis points		(2	)		(2	)		(2	)

For further information on sensitivities, see note 4 of the consolidated financial statements in Item 18.

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

On October 7, 2011, Harmony appointed Deutsche Bank Trust Company Americas in place of Bank of New York Mellon as its depositary bank for ADRs. The principal terms regarding fees and charges that an ADR holder might have to pay, as well as any fee and other payments made by the depositary to us as part of the depositary agreement, are summarized below.

Fees and Expenses

Persons depositing shares or ADR holders must pay:	For
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	•      The execution and delivery of ADRs
	•      The surrender of ADRs
$.02 (or less) per ADS	Any cash distribution to you
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR holders
Registration or transfer fees	Transfer and registration of equity shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary	•      Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
	•      Converting foreign currency
Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes	As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	As necessary

Payments of Taxes

ADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADR holder owes any tax or other governmental charge, the depositary may:

• refuse to effect any transfer of such ADRs or any withdrawal of ADSs;

• withhold any dividends or other distributions; or

• sell part or all of the ADSs evidenced by such ADR,

and may apply dividends or other distributions or the proceeds of any sale in payment of the outstanding tax or other governmental charge. The ADR holder remains liable for any shortfall.

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GLOSSARY OF MINING TERMS

The following explanations are not intended as technical definitions, but rather are intended to assist the general reader in understanding certain terms as used in this annual report.

Alluvial: the product of sedimentary processes in rivers, resulting in the deposition of alluvium (soil deposited by a river).

Arenaceous: said of a sediment or sedimentary rock consisting wholly or in part of sand-sized fragments or having a sandy texture or the texture of such a sediment or rock.

Auriferous: a substance that contains gold (AU).

Beneficiation: the process of adding value to gold products by transforming gold bullion into fabricated gold products.

By-products: Any products that emanate from the core process of producing gold, including silver and uranium in South Africa and copper, silver and molybdenum in Papua New Guinea.

Calc-silicate rock: A metamorphic rock consisting mainly of calcium-bearing silicates such as diopside and wollastonite, and formed by metamorphism of impure limestone or dolomite.

Carbon in leach (CIL): Gold is leached from a slurry of gold ore with cyanide in agitated tanks and adsorbed on to carbon granules in the same circuit. The carbon granules are separated from the slurry and treated in an elution circuit to remove the gold.

Carbon In Pulp (CIP): a common process used to extract gold from cyanide leach slurries. The process consists of carbon granules suspended in the slurry and flowing counter-current to the process slurry in multiple-staged agitated tanks. The process slurry, which has been leached with cyanide prior to the CIP process, contains solubilized gold. The solubilized gold is absorbed onto the carbon granules, which are subsequently separated from the slurry by screening. The gold is then recovered from the carbon by electrowinning onto steel wool cathodes or by a similar process.

Carbon In Solution (CIS): a process similar to CIP except that the gold, which has been leached by the cyanide into solution, is separated by the process of filtration (solid/liquid separation). The solution is then pumped through six stages where the solution comes into contact with the activated carbon granules.

Cash cost: a measure of the average cost of producing an ounce of gold, calculated by dividing the total cash working costs in a period by the total gold production over the same period. Working costs represent total operating costs less certain administrative expenses, royalties and depreciation. In determining the cash cost of different elements of the operations, production overheads are allocated pro rata.

Conglomerate: a coarse-grained classic sedimentary rock, composed of rounded to sub-angular fragments larger than 2mm in diameter (granules, pebbles, cobbles, boulders) set in a fine-grained matrix of sand or silt, and commonly cemented by calcium carbonate, iron oxide, silica or hardened clay.

Crosscut: a mine working that is driven horizontally and at right angles to an adit, drift or level.

Cut and fill: a method of underground mining in which a stope is excavated and refilled with material (waste or tailings).

Cut-off grade: the grade at which the total profit from mining the orebodies, under a specified set of mining parameters, is maximized.

Cyanide leaching: the extraction of a precious metal from an ore by its dissolution in a cyanide solution.

Decline: an inclined underground access way.

Deferred Stripping: the removal of overburden through stripping in the current period to access ore expected to be exploited in a future period. Costs incurred with deferred stripping are deferred until the ore is accessed, in order to ensure matching of costs and revenues.

Depletion: the decrease in quantity of ore in a deposit or property resulting from extraction or production.

Development: activities (including shaft sinking and on-reef and off-reef tunneling) required to prepare for mining activities and maintain a planned production level and those costs to enable the conversion of mineralized material to reserves.

Electro-winning: the process of removing gold from solution by the action of electric currents.

Elution: removal of the gold from the activated carbon before the zinc precipitation stage.

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Exploration: activities associated with ascertaining the existence, location, extent or quality of mineralized material, including economic and technical evaluations of mineralized material.

Fabricated gold: gold on which work has been performed to turn it into a product, such as jewelry, which differs from a pure investment product, such as a gold bullion bar.

Fatal injury frequency rate: the number of fatal injuries per million hours worked.

Fluvial: produced by the action of a stream or river.

Footwall: the underlying side of a fault, orebody or stope.

Forward purchase: an agreement for the purchase of a commodity at a specified future date at a fixed price.

Forward sale: the sale of a commodity for delivery at a specified future date and price.

Gold reserves: the gold contained within proven and probable reserves on the basis of recoverable material (reported as mill delivered tons and head grade).

Gold lease rate swap: an agreement to pay a floating lease rate in exchange for the fixed lease rate inherent in establishing the fixed price in one or more forward gold sales.

Grade: the quantity of metal per unit mass of ore expressed as a percentage or, for gold, as ounces of gold per ton of ore.

Greenfield: a potential mining site of unknown quality.

Greenstone: a field term applied to any compact dark-green altered or metamorphosed basic igneous rock that owes its color to the presence of chlorite, actinolite or epidote.

Grinding: reducing mineralized rock to the consistency of fine sand by crushing and abrading in a rotating steel grinding mill.

Head grade: the grade of the ore as delivered to the metallurgical plant.

Heap leaching: a low-cost technique for extracting metals from ore by percolating leaching solutions through heaps of ore placed on impervious pads. Generally used on low-grade ores.

Leaching: dissolution of gold from the crushed and milled material, including reclaimed slime, for absorption and concentration on to the activated carbon.

Level: the workings or tunnels of an underground mine that are on the same horizontal plane.

Littoral: of or pertaining to a shore.

Longhole sub-level caving: a process for removing ore in which relatively thin blocks of ore are caused to cave in by successively undermining small panels of ore. The broken and caved ore is then extracted by mechanical means.

Lost time injury frequency rate: the number of lost time injuries per million hours.

Measures: conversion factors from metric units to US units are provided below.

Metric unit		US equivalent
1 tonne	= 1 t	= 1.10231 short tons
1 gram	= 1 g	= 0.03215 ounces
1 gram per tonne	= 1 g/t	= 0.02917 ounces per short ton
1 kilogram per tonne	= 1 kg/t	= 29.16642 ounces per short ton
1 kilometer	= 1 km	= 0.621371 miles
1 meter	= 1 m	= 3.28084 feet
1 centimeter	= 1 cm	= 0.3937 inches
1 millimeter	= 1 mm	= 0.03937 inches
1 hectare	= 1 ha	= 2.47105 acres

Metallurgical plant: a processing plant used to treat ore and extract the contained gold.

Mill delivered tons: a quantity, expressed in tons, of ore delivered to the metallurgical plant.

Milling/mill: the comminution of the ore, although the term has come to cover the broad range of machinery inside the treatment plant where the gold is separated from the ore.

Mineable: that portion of a mineralized deposit for which extraction is technically and economically feasible.

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Mineralization: the presence of a target mineral in a mass of host rock.

Mineralized material: a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metals to warrant further exploration. Such a deposit does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal and economic feasibility.

Morphology: the form or shape of a crystal or mineral aggregate.

Open-pit/Opencast/Open cut: mining in which the ore is extracted from a pit. The geometry of the pit may vary with the characteristics of the orebody.

Ore: a mixture of mineralized material from which at least one of the contained minerals can be mined and processed at an economic profit.

Ore grade: the average amount of gold contained in a ton of gold bearing ore expressed in ounces per ton.

Mineral reserves: that part of mineralized material which at the time of the reserve determination could be economically and legally extracted or produced. Mineral reserves are reported as general indicators of the life-of-mineralized materials. Changes in reserves generally reflect:

• development of additional reserves;

• depletion of existing reserves through production;

• actual mining experience; and

• price forecasts.

Grades of ore actually processed may be different from stated reserve grades because of geologic variation in different areas mined, mining dilution, losses in processing and other factors. Recovery rates vary with the metallurgical characteristics and grade of ore processed. Neither reserves nor projections of future operations should be interpreted as assurances of the economic life-of-mineralized material nor of the profitability of future operations.

Orebody: a well-defined mass of mineralized material of sufficient mineral content to make extraction economically viable.

Ounce: one Troy ounce, which equals 31.1035 grams.

Overburden: the soil and rock that must be removed in order to expose an ore deposit.

Overburden tons: tons that need to be removed to access an ore deposit.

Palaeotopography: the topography implied at some time in the past.

Pay limit: the breakeven grade at which the orebody can be mined without profit or loss, calculated using the forecast gold price, working costs and recovery factors.

Placer: a sedimentary deposit containing economic quantities of valuable minerals mainly formed in alluvial environments.

Precipitate: the solid product of chemical reaction by fluids such as the zinc precipitation referred to below.

Probable reserves: reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

Prospect: an area of land with insufficient data available on the mineralization to determine if it is economically recoverable, but warranting further investigation.

Prospecting license: an area for which permission to explore has been granted.

Proven reserves: reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

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Pyrite: a brassy-colored mineral of iron sulphide (compound of iron and sulfur).

Quartz: a mineral compound of silicon and oxygen.

Recovery grade: the actual grade of ore realized after the mining and treatment process.

Reef: a gold-bearing sedimentary horizon, normally a conglomerate band, which may contain economic levels of gold.

Refining: the final stage of metal production in which final impurities are removed from the molten metal by introducing air and fluxes. The impurities are removed as gases or slag.

Rehabilitation: the process of restoring mined land to a condition approximating its original state.

Sampling: taking small pieces of rock at intervals along exposed mineralization for assay (to determine the mineral content).

Shaft: a shaft provides principal access to the underground workings for transporting personnel, equipment, supplies, ore and waste. A shaft is also used for ventilation and as an auxiliary exit. It is equipped with a surface hoist system that lowers and raises conveyances for men, materials and ore in the shaft. A shaft generally has more than one conveyancing compartment.

Slimes: the finer fraction of tailings discharged from a processing plant after the valuable minerals have been recovered.

Slurry: a fluid comprising fine solids suspended in a solution (generally water containing additives).

Smelting: thermal processing whereby molten metal is liberated from beneficiated mineral or concentrate with impurities separating as lighter slag.

Spot price: the current price of a metal for immediate delivery.

Stockpile: a store of unprocessed ore.

Stockwork: mineralized material consisting of a three-dimensional network of planar to irregular veinlets closely enough spaced that the whole mass can be mined.

Stope: the underground excavation within the orebody where the main gold production takes place.

Stripping: the process of removing overburden to expose ore.

Sulphide: a mineral characterized by the linkages of sulfur with a metal or semi-metal, such as pyrite, FeS.

Syncline: a basin-shaped fold.

Tailings: finely ground rock from which valuable minerals have been extracted by milling.

Tailings dam (slimes dam): Dam facilities designed to store discarded tailings.

Ton: one ton is equal to 2,000 pounds (also known as a “short” ton).

Tonnage: quantities where the ton or tonne is an appropriate unit of measure. Typically used to measure reserves of gold-bearing material in situ or quantities of ore and waste material mined, transported or milled.

Tonne: one tonne is equal to 1,000 kilograms (also known as a “metric” ton).

Trend: the arrangement of a group of ore deposits or a geological feature or zone of similar grade occurring in a linear pattern.

Unconformity: the structural relationship between two groups of rock that are not in normal succession.

Waste: ore rock mined with an insufficient gold content to justify processing.

Waste rock: the non-mineralized rock and/or rock that generally cannot be mined economically that is hoisted to the surface for disposal on the surface normally close to the shaft on an allocated dump.

Yield: the actual grade of ore realized after the mining and treatment process.

Zinc precipitation: a chemical reaction using zinc dust that converts gold solution to a solid form for smelting into unrefined gold bars.

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PART II

Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS

At a general meeting of the Company held on November 30, 2011, our shareholders authorized the board to allot and issue up to 43,008,462 authorized but unissued ordinary shares with a par value of R0.50 each in the share capital of the Company, being 10% of the total issued share capital of the Company as at June 30, 2011, at such time or times to such person or persons or bodies corporate upon such terms and conditions as the directors may from time to time in their sole discretion determine, subject to the provisions of the Companies Act and the listings requirements of the JSE Limited (“JSE Listings Requirements”).

At a general meeting held on December 1, 2010, our shareholders authorized the board to allot and issue authorized but unissued ordinary shares with a par value of R0.50 each in the share capital of the Company (“Unissued Shares”) under and in accordance with the terms of the Harmony (2001) Share Option Scheme, the Harmony (2003) Share Option Scheme and the Harmony 2006 Share Plan and, in addition, as a general authority, to allot and issue up to 42 865 478 Unissued Shares, being 10% of the total share capital of the Company as at 30 June 2010, at such time or times to such person or persons or bodies corporate upon such terms and conditions as the directors may from time to time in their sole discretion determine, subject to the provisions of the Companies Act, No 61 of 1973 and the JSE Listings Requirements.

At a general meeting held on November 23, 2009, our shareholders authorized the board to (i) place 10% of the unissued ordinary shares of the Company under directors’ control and (ii) authorizing the board to allot and issue up to 5% of all or any of our authorized but unissued ordinary shares for cash to such persons and on such terms as the board may, without restriction, from time to time, deem fit as and when suitable opportunities arise, but subject to the requirements of the JSE.

USE OF PROCEEDS

Not applicable.

Item 15. DISCLOSURE CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

As of June 30, 2012, our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), carried out an evaluation, pursuant to Rule 13a-15 promulgated under the Exchange Act of the effectiveness of our “disclosure controls and procedures”. Based on the foregoing, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of June 30, 2012.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Harmony’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Where appropriate, the necessary actions are taken to remedy any failings or weaknesses identified from review of the effectiveness of the internal control system.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human error. Internal control over financial reporting also can be circumvented by collusion or improper management override. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of change in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of

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the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management has assessed the effectiveness of internal control over financial reporting, as of June 30, 2012, and has concluded that such internal control over financial reporting was effective based upon those criteria.

PricewaterhouseCoopers Inc, an independent registered public accounting firm, which has audited the consolidated financial statements included in this Annual Report, has issued an attestation report on the effectiveness of Harmony’s internal control over financial reporting as of June 30, 2012.

(c) Attestation Report of the Registered Public Accounting Firm

See report of PricewaterhouseCoopers Inc, an independent registered public accounting firm, on page F-2.

(d) Changes in Internal Control over Financial Reporting

There has been no change in Harmony’s internal control over financial reporting that occurred during fiscal 2012 that has materially affected or is reasonably likely to materially affect, Harmony’s internal control over financial reporting.

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Mr. John Wetton, independent non-executive chairman of the audit and risk committee, is regarded as being the Company’s “audit committee financial expert” as defined by the rules of the SEC.

In addition, the audit committee members through their collective experience meet a majority of the definitions of the SEC for an “audit committee financial expert” in both the private and public sectors. The members have served as directors and officers of numerous public companies and have over the years developed a strong knowledge and understanding of IFRS, overseeing the preparation, audit and evaluation of financial statements. We believe that the combined knowledge, skills and experience of the Audit Committee, and their authority to engage outside experts as they deem appropriate to provide them with advice on matters related to their responsibilities, enable them, as a group and under the guidance of Mr. Wetton, to act effectively in the fulfilment of their tasks and responsibilities required under the Sarbanes-Oxley Act of 2002.

Item 16B. CODE OF ETHICS

The Harmony Code of Ethics has been developed to respond to the challenge of ethical conduct in a business environment. The Code of Ethics goes beyond the Company’s legal and institutional responsibilities by formalizing our values. The purpose of the code is to guide employees’ behavior, not to provide specific answers to every conceivable situation in the workplace. We approached the development and the annual review of the Code of Ethics in a fully inclusive manner, with broad consultation and information gathering at all levels of the Company. Employees have been kept fully informed about the Code of Ethics and all employees are expected to comply with its contents. (The term ‘employees’ is used in the broadest sense and includes all staff with which a service contract exists, including management, non-management, directors, contractors, consultants, suppliers and temporary staff.) An Ethics Committee was formed in May 2006, which consists of five executive managers. This committee is required to meet quarterly to monitor the gift registers and any reported unethical behavior. The Code of Ethics is available on our website at www.harmony.co.za. The Company’s values have recently been reviewed. The five Harmony values, plus supporting leadership behaviors, were chosen through an inclusive process: safety, accountability, achievement, correctness and honesty. The code of ethics will be updated accordingly.

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The following sets forth the aggregate fees billed for each of the two past fiscal years for professional fees to our principal accountants for the audit of the annual financial statements or for services normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Fiscal year ended June 30, 2011	US$	2.516 million
Fiscal year ended June 30, 2012	US$	2.257 million

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AUDIT-RELATED FEES

The following sets forth additional aggregate fees to those reported under “Audit Fees” in each of the last two fiscal years that were provided by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements:

Fiscal year ended June 30, 2011	US$	0.363 million
Fiscal year ended June 30, 2012	US$	0.440 million

Fees related to interim reviews.

TAX FEES

The following sets forth the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning:

Fiscal year ended June 30, 2011	US$	0.047 million
Fiscal year ended June 30, 2012	US$	0.022 million

Services comprised advice on disclosure for completion of certain tax returns.

ALL OTHER FEES

The following sets forth the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant not described above:

Fiscal year ended June 30, 2011	US$	0.198 million
Fiscal year ended June 30, 2012	US$	0.081 million

AUDIT COMMITTEE APPROVAL

Our audit committee pre-approves our engagement of PricewaterhouseCoopers Inc to render audit or non-audit services. All of the services described above were approved by the audit committee.

Item 16D. EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

Item 16G. CORPORATE GOVERNANCE

Significant ways in which Harmony’s corporate governance practices differ from practices followed by publicly-listed US companies.

Foreign private issuers, such as Harmony, must briefly highlight any significant ways in which their corporate governance practices differ from those following by US-listed companies. Set out below is a brief, general summary of the significant differences:

US-listed companies are required to have a nominating/corporate governance committee and all members of this committee must be non-executive directors. Harmony has a Nomination Committee which comprises five non-executive board members. The lead independent non-executive director serves as Chairman of the Nomination Committee.

For US-listed companies, the chairperson of this committee is required to be the chairperson of the Board of Directors. The current chairman of the Harmony Board of Directors, Patrice Motsepe, is Chairman of one of Harmony’s largest shareholders, African Rainbow Minerals Limited, and is thus not independent. He is, however, in terms of South African governance practices, a member of the Nomination Committee. The lead independent non-executive director was re-appointed in August 2012.

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US-listed companies are required to have a remuneration committee composed entirely of independent directors. Harmony has appointed a Remuneration Committee, comprising five board members, all of whom are non-executive and four of whom are independent.

The non-management directors of US-listed companies must meet at regularly scheduled executive sessions without management. Although Harmony does not specifically require such meetings of its non-executive directors, the board meets without executives after each board meeting. The board also has unrestricted access to all company information, records, documents and property. Directors may, if necessary, take independent professional advice at the company’s expense and non-executive directors have access to management and may meet separately with management, without the attendance of executive directors.

Item 16H. MINE SAFETY DISCLOSURES

Not applicable.

PART III

Item 17. FINANCIAL STATEMENTS

We have elected to provide financial statements for the fiscal year ended June 30, 2012 and the related information pursuant to Item 18.

Item 18. FINANCIAL STATEMENTS

Financial Statements

The financial statements appear in this annual report on Form 20-F beginning on page F-3. The report of the independent registered public accounting firm appears on page F-2.

Item 19. EXHIBITS

1.1	Memorandum of Association of Harmony, as amended (incorporated by reference to Harmony’s Registration Statement (file no. 333-13516) on Form F-3 filed on June 21, 2001)
1.2	Memorandum of Incorporation of Harmony (previously known as Articles of Association), as amended (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2005, filed on November 3, 2005)
*2.1	Notice to shareholders dated October 29, 2012 in respect of the annual general meeting held on November 28, 2012 (Extracted from Harmony’s Abridged Integrated Annual Report 2012)
2.2	Deposit Agreement among Harmony, Deutsche Bank Trust Company Limited, as Depositary, and owners and holders of American Depositary Receipts, dated as of October 7, 2011 (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2011, filed on October 24, 2011)
2.3	Form of ADR (included in Exhibit 2.2) (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2011, filed on October 24, 2011)
4.1	Harmony (2003) Share Option Scheme, as amended (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2005, filed on November 3, 2005)
4.2	Harmony 2006 Share Scheme (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2007, filed on December 7, 2007)
4.3	Draw Down Facility Agreement with Westpac Bank dated June 27, 2007 (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2007, filed on December 7, 2007)
4.5	Master Lease Facility Agreement between Morobe Consolidated Goldfields Limited and Westpac Bank PNG Limited (Hidden Valley Project) dated June 14, 2007 (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2008, filed on October 29, 2008)
4.6	Deed of Extinguishment of Royalty (Wafi-Golpu Project) dated February 16, 2009 (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2009, filed on October 26, 2009)

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4.8	Hidden Valley Joint Venture Agreement dated May 22, 2008 between Morobe Consolidated Goldfields Limited, Newcrest PNG 1 Limited and Hidden Valley Services Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2009, filed on October 26, 2009)
4.9	Master Co-operation Agreement dated on or about August 5, 2008 between Hidden Valley Services Limited, Wafi-Golpu Services Limited, Morobe Exploration Services Limited, Harmony Gold (PNG Services) Pty Limited and Newcrest Mining Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2009, filed on October 26, 2009)
4.10	Administration Expenses Agreement dated August 11, 2009 between Pamodzi Gold Free State (Proprietary) Limited (in provisional liquidation) and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2010, filed on October 25, 2010)
4.11	Sale of Assets Agreement (South) dated September 8, 2009 between Pamodzi Gold Free State (Proprietary) Limited (in provisional liquidation) and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2010, filed on October 25, 2010)
4.12	Sale of Assets Agreement (Waste Rock Dump) dated September 8, 2009 between Pamodzi Gold Free State (Proprietary) Limited (in provisional liquidation) and Avgold Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2010, filed on October 25, 2010)
4.13	Sale of Assets Agreement (North) dated September 8, 2009 between Pamodzi Gold Free State (Proprietary) Limited (in provisional liquidation), Avgold Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2010, filed on October 25, 2010)
4.14	Sale of Assets Agreement (Plant) dated September 8, 2009 between Pamodzi Gold Free State (Proprietary) Limited (in provisional liquidation) and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2010, filed on October 25, 2010)
4.15	Facilities Agreement dated December 11, 2009 between Nedbank Limited, Harmony Gold Mining Company Limited and the Guarantors listed in Schedule 2 (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2010, filed on October 25, 2010)
4.16	Amended and Restated Sale Agreement dated March 18, 2010 between Harmony Gold Mining Company Limited, Africa Vanguard Resources (Doornkop) (Proprietary) Limited and Randfontein Estates Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2010, filed on October 25, 2010)
4.17	Facilities Agreement dated November 30, 2010 between Nedbank Limited, Harmony Gold Mining Company Limited and the Guarantors listed in Schedule 2 (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2011, filed on October 24, 2011)
4.18	Amended and Restated Sale Agreement dated September 10, 2010 between Evander Gold Mines Limited, Harmony Gold Mining Company Limited, Pluriclox (Proprietary) Limited, Taung Gold Limited, Clidet No. 790 (Proprietary) Limited and Clidet No. 791 (Proprietary) Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2011, filed on October 24, 2011)
4.19	Amended and Restated Joint Venture Agreement dated February 27, 2011 between Evander Gold Mines Limited and Taung Gold Holdings (Proprietary) Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2011, filed on October 24, 2011)
4.20	Option Cancellation Agreement dated September 3, 2010 between Armgold/Harmony Joint Venture (Proprietary) Limited, Witwatersrand Consolidated Gold Resources Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2011, filed on October 24, 2011)

- 142 -

*4.21	Amended and Restated Mining Right Abandonment Agreement dated September 3, 2010 between Harmony Gold Mining Company Limited and Witwatersrand Consolidated Gold Resources Limited
*4.22	Amended and Restated Sale Agreement dated March 30, 2012 between Evander Gold Mines Limited, Harmony Gold Mining Company, Taung Gold Secunda (Proprietary) Limited, Taung Gold Limited, Clidet No. 790 (Proprietary) Limited and Clidet No. 791 (Proprietary) Limited
*4.23	Amended and Restated Sale of Shares and Claims Agreement, dated August 15, 2012, between Harmony Gold Mining Company, Emerald Panther Investments 91 (Proprietary) Limited, Pan African Resources Plc and Evander Gold Mines Limited
*4.24	Harmony Shared Services Agreements, dated May 30, 2012, between Harmony Gold Mining Company and Evander Gold Mines Limited
*4.25	Evander Shared Services Agreements, dated May 30, 2012, between Harmony Gold Mining Company and Evander Gold Mines Limited
*4.26	Sale of Business Agreement, dated May 30, 2012, between Harmony Gold Mining Company and Evander Gold Mines Limited
*4.27	Sale of Shares Agreement, dated May 21, 2011 between Pamodzi Uranium (Proprietary) Limited, Pamodzi Cooke (Proprietary) Limited, Armgold/Harmony Joint Investment Company (Proprietary) Limited, Gold One International Limited, Newshelf 1114 (Proprietary) Limited and Rand Uranium (Proprietary) Limited
*4.28	Termination of Management Agreement between Harmony Gold Mining Company Limited and Rand Uranium (Proprietary) Limited, dated September 21, 2012
*4.29	Amended Trust Deed of the Tlhakanelo Employee Share Trust between Harmony Gold Mining Company Limited and Riana Bisschoff dated August 7, 2012
*8.1	Significant subsidiaries of Harmony Gold Mining Company Limited
*12.1	Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15(d)-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*12.2	Certification of the principal financial officer required by Rule 13a-14(a) or Rule 15(d)-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*13.1	Certification of the principal executive officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*13.2	Certification of the principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*15.1	Information in respect of Harmony’s Board and Executive Management (Extracted from Harmony’s Annual Report 2012)
*15.2	Information in respect of Harmony’s Corporate Governance (Extracted from Harmony’s Annual Report 2012)
*15.3	Audit and Risk Committee Report (Extracted from Harmony’s Annual Report 2012)

* Filed herewith

- 143 -

SIGNATURE

Pursuant to the requirements of Section 12 of the Exchange Act, we hereby certify that we meet all of the requirements for filing on Form 20-F and that we have duly caused this annual report to be signed on our behalf by the undersigned, thereunto duly authorized.

HARMONY GOLD MINING COMPANY LIMITED
By:	/s/ Graham Briggs
	Graham Briggs
	Chief Executive Officer
	Date: October 29, 2012

Index to Financial Statements

	Page
Harmony Gold Mining Company Limited
Report of the Independent Registered Public Accounting Firm		F-2
Consolidated Income Statements for the years ended June 30, 2012, 2011 and 2010		F-3
Consolidated Statements of Comprehensive Income for the years ended June 30, 2012, 2011 and 2010		F-4
Consolidated Balance Sheets at June 30, 2012 and 2011		F-5
Consolidated Statements of Changes in Shareholders’ Equity for the years ended June  30, 2012, 2011 and 2010		F-6
Consolidated Cash Flow Statements for the years ended June 30, 2012, 2011 and 2010		F-7
Notes to the Consolidated Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Harmony Gold Mining Company Limited

In our opinion, the accompanying consolidated balance sheets and the related consolidated income statements, statements of other comprehensive income, of changes in shareholders’ equity and cash flows present fairly, in all material respects, the financial position of Harmony Gold Mining Company Limited and its subsidiaries at June 30, 2012 and 2011 and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2012 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15 (b). Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers Inc

Johannesburg, Republic of South Africa

October 29, 2012

F-2

CONSOLIDATED INCOME STATEMENTS

FOR THE YEARS ENDED 30 JUNE 2012

		US dollar
Figures in million	Note	2012			2011*			2010*
Continuing operations
Revenue			1,953			1,659			1,351
Cost of sales	5		(1,561	)		(1,533	)		(1,228	)
Production costs			(1,276	)		(1,218	)		(985	)
Amortisation and depreciation			(247	)		(230	)		(166	)
Reversal of impairment/(impairment) of assets			7			(39	)		(34	)
Employment termination and restructuring costs			(10	)		(20	)		(12	)
Other items			(35	)		(26	)		(31	)
Gross profit			392			126			123
Corporate, administration and other expenditure			(45	)		(46	)		(44	)
Social investment expenditure			(9	)		(12	)		(11	)
Exploration expenditure			(64	)		(46	)		(27	)
Profit on sale of property, plant and equipment	6		8			4			14
Other expenses – net	7		(6	)		(3	)		(8	)
Operating profit	8		276			23			47
Loss/(profit) from associates	21		—			(7	)		7
Reversal of impairment/(impairment) of investment in associate	21		7			(20	)		—
Impairment of investments	22		(19	)		—			—
Loss on sale of investment in subsidiary	9		—			—			(3	)
Net gain on financial instruments	10		11			18			5
Gain on farm-in option	11		—			38			—
Investment income	12		12			19			23
Finance costs	13		(37	)		(38	)		(30	)
Profit before taxation			250			33			49
Taxation	14		16			55			(30	)
Net profit from continuing operations			266			88			19
Discontinued operations
Profit/(loss) from discontinued operations	15		75			(2	)		(43	)
Net profit/(loss) for the year			341			86			(24	)
Attributable to:
Owners of the parent			341			86			(24	)
Non-controlling interest			—			—			—
Earnings/(loss) per ordinary share (cents)	16
Earnings from continuing operations			61			21			4
Earnings/(loss) from discontinued operations			18			(1	)		(10	)
Total earnings/(loss)			79			20			(6	)
Diluted earnings/(loss) per ordinary share (cents)	16
Earnings from continuing operations			61			21			4
Earnings/(loss) from discontinued operations			18			(1	)		(10	)
Total diluted earnings/(loss)			79			20			(6	)

* The prior year amounts have been re-presented due to Evander being classified as a discontinued operation during 2012. Refer to note 15.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED 30 JUNE 2012

			US dollar
Figures in million	Note		2012			2011			2010
Net profit/(loss)				341			86			(24	)
Other comprehensive (loss)/income for the year, net of income tax				(595	)		540			25
Foreign exchange translation		27		(607	)		555			25
Loss on fair value movement of available-for-sale investments		27		(7	)		(15	)		—
Impairment of available-for-sale investments recognised in profit or loss		27		19			—			—
Total comprehensive (loss)/income for the year				(254	)		626			1
Attributable to:
Owners of the parent				(254	)		626			1
Non-controlling interest				—			—			—

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CONSOLIDATED BALANCE SHEETS

AS AT 30 JUNE 2012

		US dollar
Figures in million	Note	2012			2011
ASSETS
Non-current assets
Property, plant and equipment	17		4,003			4,607
Intangible assets	18		268			320
Restricted cash	19		4			5
Restricted investments	20		224			278
Deferred tax assets	14		59			170
Investments in financial assets	22		18			27
Inventories	24		7			25
Trade and other receivables	25		3			3
Total non-current assets			4,586			5,435
Current assets
Inventories	24		121			124
Trade and other receivables	25		152			158
Income and mining taxes			14			21
Cash and cash equivalents			216			102
			503			405
Assets of disposal groups classified as held for sale	15		174			40
Total current assets			677			445
Total assets			5,263			5,880
EQUITY AND LIABILITIES
Share capital and reserves
Share capital	26		4,036			4 033
Other reserves	27		(64	)		519
Retained earnings/(accumulated loss)			180			(102	)
Total equity			4,152			4,450
Non-current liabilities
Deferred tax liabilities	14		378			623
Provision for environmental rehabilitation	28		227			291
Retirement benefit obligation	29		22			25
Other provisions	30		4			1
Borrowings	31		183			181
Total non-current liabilities			814			1,121
Current liabilities
Borrowings	31		38			49
Income and mining taxes			—			—
Trade and other payables	32		213			258
			251			307
Liabilities of disposal groups classified as held for sale	15		46			2
Total current liabilities			297			309
Total equity and liabilities			5,263			5,880

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER EQUITY

FOR THE YEARS ENDED 30 JUNE 2012

Figures in million (US dollar)	Number of ordinary shares issued		Share capital		Share Premium			Retained earnings/ (accumulated loss)			Other reserves			Total
Note				26								27
Balance – 30 June 2009		425,986,836		33		3,971			(108	)		(72	)		3,824
Issue of shares
– Exercise of employee share options		505,584		—		3			—			—			3
– Issued for AVRD investment		2,162,359		—		21			—			—			21
Repurchase of equity interest (note 27)		—		—		—			—			(13	)		(13	)
Share-based payments		—		—		(1	)		—			20			19
Net loss for the year		—		—		—			(24	)		—			(24	)
Other comprehensive income for the year		—		—		—			—			25			25
Dividends paid 1		—		—		—			(27	)		—			(27	)
Balance – 30 June 2010		428,654,779		33		3,994			(159	)		(40	)		3,828
Issue of shares
– Exercise of employee share options		1,429,849		—		6			—			—			6
Share-based payments		—		—		—			—			19			19
Net profit for the year		—		—		—			86			—			86
Other comprehensive income for the year		—		—		—			—			540			540
Dividends paid 1		—		—		—			(29	)		—			(29	)
Balance – 30 June 2011		430,084,628		33		4,000			(102	)		519			4,450
Issue of shares
– Exercise of employee share options		1,479,608		—		3			—			—			3
Share-based payments				—		—			—			12			12
Net profit for the year				—		—			341			—			341
Other comprehensive loss for the year				—		—			—			(595	)		(595	)
Dividends paid 1				—		—			(59	)		—			(59	)
Balance – 30 June 2012		431,564,236		33		4,003			180			(64	)		4,152

¹  Dividends per share is disclosed under the earnings per share note. Refer to note 16.

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CONSOLIDATED CASH FLOW STATEMENTS

FOR THE YEARS ENDED 30 JUNE 2012

		US dollar
Figures in million	Note	2012			2011			2010
Cash flow from operating activities
Cash generated by operations	33		586			346			214
Interest received			10			20			25
Interest paid			(18	)		(19	)		(12	)
Income and mining taxes paid			(33	)		(7	)		(17	)
Cash generated by operating activities			545			340			210
Cash flow from investing activities
Increase in amounts invested in environmental trusts			(6	)		(1	)		(1	)
Decrease in restricted cash			—			17			2
Proceeds on disposal of Mount Magnet	33		—			30			—
Proceeds on disposal of Big Bell operation	33		—			—			3
Proceeds on disposal of available-for-sale financial assets			—			2			7
Proceeds on disposal of Evander 6 and Twistdraai	33		15			15			—
Acquisition of Steyn 2 and Target 3	33		—			—			(36	)
Disposal of investments			—			2			—
Decrease of amounts invested in Social Trust Fund			—			1			1
Additions to intangible assets			(4	)		(2	)		(2	)
Proceeds on disposal of investment in associate			28			—			—
Proceeds on disposal of property, plant and equipment			7			3			16
Additions to property, plant and equipment			(411	)		(448	)		(443	)
Cash utilised by investing activities			(371	)		(381	)		(453	)
Cash flow from financing activities
Borrowings raised			188			134			168
Borrowings repaid			(159	)		(81	)		(57	)
Ordinary shares issued			3			6			3
Dividends paid			(57	)		(30	)		(29	)
Cash (utilised)/generated by financing activities			(25	)		29			85
Foreign currency translation adjustments			(35	)		13			6
Net increase/(decrease) in cash and cash equivalents			114			1			(152	)
Cash and cash equivalents – beginning of year			102			101			253
Cash and cash equivalents – end of year			216			102			101

The accompanying notes are an integral part of these consolidated financial statements.

F-7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED 30 JUNE 2012

1 General information

Harmony Gold Mining Company Limited (the company) and its subsidiaries (collectively Harmony or the group) are engaged in gold mining and related activities, including exploration, extraction and processing. Gold bullion, the group’s principal product, is currently produced at its operations in South Africa and Papua New Guinea.

The company is a public company, incorporated and domiciled in South Africa. The address of its registered office is Randfontein Office Park, Corner Main Reef Road and Ward Avenue, Randfontein, 1759.

The consolidated financial statements were authorised for issue by the board of directors on 29 October 2012.

2 Accounting policies

The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied in all years presented, unless otherwise stated.

2.1 Basis of preparation

The financial statements of the group have been prepared in accordance with, and are in compliance with, International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS). The financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial assets and financial liabilities at fair value through profit or loss.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the group financial statements are disclosed in note 3.

New standards, amendments to standards and interpretations to existing standards adopted by the group

The effective dates below are for financial periods beginning on or after the given date.

The following standards or amendments to standards have become effective but had no impact on the results of the group:

• IFRS 7 (Amendment) – Financial Instruments: Disclosures – Transfer of Financial Assets (effective 1 July 2011).

• IAS 24 (Revised) – Related-party disclosures (effective 1 January 2011).

• Amendments arising from the annual improvements issued in April 2010:

– IAS 1 (Amendment) Presentation of Financial Statements (effective 1 January 2011).

– IAS 27 (Amendment) Consolidated and Separate Financial Statements (effective 1 January 2011).

– IAS 34 (Amendment) Interim Financial Reporting (effective 1 January 2011).

The following standards or amendments to standards have become effective but were not relevant to the group:

• IFRS 1 (Amendment) First-time Adoption of International Financial Reporting Standards – Removal of Fixed Dates for First-time Adopters (effective 1 July 2011).

• IFRS 1 (Amendment) First-time Adoption of International Financial Reporting Standards – Guidance on Severe Hyperinflation (effective 1 July 2011).

• IFRIC 14 (Amendment) The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction – Prepayment of Minimum Funding Requirements (effective 1 January 2011).

• Amendments arising from the annual improvements issued in April 2010:

– IFRS 1 (Amendment) First-time Adoption (effective 1 January 2011).

– IFRIC 13 (Amendment) Customer Loyalty Programmes (effective 1 January 2011).

New standards, amendments to standards and interpretations to existing standards that are not yet effective and have not been early adopted

At the date of authorisation of these financial statements, the standards, amendments to standards and interpretations listed below were in issue but not yet effective. These new standards and interpretations have not been early adopted by the group and the group plans on adopting these standards, amendments to standards and interpretations on the dates when they become effective.

The following standards or amendments to standards are not expected to impact the results of the group:

• IFRS 1 (Amendment) First-time Adoption of International Financial Reporting Standards – Guidance on Government Loans (effective 1 January 2013).

• IAS 1 (Amendment) Presentation of Financial Statements (effective 1 July 2012).

• IAS 12 (Revised) Income Taxes: Deferred Tax Recovery of Underlying Assets (effective 1 January 2012).

• IAS 19 (Amendment) Employee Benefits – Recognition and Measurement of Defined Benefit Pension Expense (effective 1 January 2013).

• Improvements to IFRS 2011 (effective 1 January 2013).

F-8

The following standards, amendments to standards and interpretations to existing standards may possibly have an impact on the group but have not yet been assessed by management:

• IAS 27 (Revised) Separate Financial Statements (effective 1 January 2013). This standard includes the provisions on separate financial statements that are left after the control provisions of IAS 27 have been included in IFRS 10.

• IAS 28 (Revised) Investments in Associates and Joint Ventures (effective 1 January 2013). This standard includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11.

• IAS 32 (Amendment) Offsetting of Financial Assets and Financial Liabilities (effective 1 January 2014) – The application guidance of IAS 32 has been amended to clarify some of the requirements for offsetting financial assets and financial liabilities on the statement of financial position.

• IFRS 7 (Amendment) Financial Instruments: Disclosures – IFRS 9 Transitional Disclosures (effective 1 January 2015) – The amendment requires additional disclosure on the transition from IAS 39 to IFRS 9.

• IFRS 7 (Amendment) Financial Instruments: Disclosures – Offsetting of Financial Assets and Financial Liabilities (effective 1 January 2013) – The amended disclosures will require more extensive disclosures than are currently required under IFRS.

• IFRS 9 (Amendment) Financial Instruments (effective 1 January 2015). This IFRS is part of the IASB’s project to replace IAS 39. The standard addresses classification and measurement of financial assets and replaces the multiple classification and measurement models in IAS 39 with a single model that has only two classification categories: amortised cost and fair value. The standard also includes guidance on accounting for and the presentation of financial liabilities and derecognising financial liabilities which have been relocated from IAS 39 without change, except for financial liabilities that are designated at fair value through profit or loss.

• IFRS 10 Consolidated Financial Statements (effective 1 January 2013). This standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included in the consolidated financial statements.

• IFRS 11 Joint Arrangements (effective 1 January 2013). The standard provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. Proportional consolidation of joint ventures is no longer allowed under this standard. Harmony only has joint arrangements in PNG, through its investment in Morobe Exploration Services Limited, Hidden Valley Services Limited and Wafi-Golpu Services Limited. The joint arrangements are currently accounted for by proportional consolidation. Management is still assessing the potential impact of IFRS 11 and has not yet quantified the potential impact.

• IFRS 12 Disclosure of Interest in Other Entities (effective 1 January 2013). This standard includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special-purpose vehicles and other off-balance sheet vehicles.

• IFRS 13 Fair Value Measurement (effective 1 January 2013). The standard aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value and disclosure requirements across all IFRS. Management expects application IFRS 13 to mainly impact on fair value disclosures but has not yet quantified the potential impact.

• IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (effective 1 January 2013) – The Interpretations Committee was asked to clarify when and how to account for stripping costs (the process of removing waste from a surface mine in order to gain access to mineral ore deposits) to address diversity in practice. The Interpretation clarifies when production stripping should lead to the recognition of an asset and how that asset should be measured, both initially and in subsequent periods. Management expects IFRIC 20 to be applicable to Harmony and the interpretation may result in Harmony recognising deferred stripping assets in excess of the deferred stripping assets currently recognised. Management has not yet quantified the potential impact of the application of IFRIC 20.

2.2 Consolidation

The consolidated financial information includes the financial statements of the company, its subsidiaries, its proportionate interest in joint ventures, special purpose entities (SPEs) and its interests in associates.

(i) Subsidiaries are all entities (including special purpose entities) over which the group has power to govern the financial and operating policies generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group and are deconsolidated when that control ceases. The group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, liabilities incurred and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the group recognises any non-controlling interests in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

The excess of consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the company.

(ii) Associates are those entities in which the group has significant influence, but not control over operational and financial policies, generally accompanying a shareholding of between 20% and 50% of the voting rights.

F-9

Investments in associates are accounted for by using the equity method of accounting, and are initially recognised at cost. The cost of an acquisition is measured as the fair value of the assets given, shares issued or liabilities assumed at the date of exchange plus costs directly attributable to the acquisition. The group’s investment in associates includes goodwill identified on acquisition.

The group’s share of the associates’ post-acquisition profits or losses is recognised in the income statement, and its share of post-acquisition movement in reserves is recognised in other reserves. Cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the group’s shares of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

The carrying value of an associate is reviewed on a regular basis and, if an impairment in the carrying value has occurred, it is written off in the period in which such impairment is identified.

Unrealised gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment that should be recognised.

Accounting policies of associates have been reviewed to ensure consistency with the policies adopted by the group.

(iii) Joint arrangements. Joint venture entities are those entities in which the group holds an interest and shares joint control over strategic, financial and operating decisions with one or more other ventures under a contractual arrangement. The group’s interest in jointly controlled entities is accounted for by proportionate consolidation. Under this method, the group includes its share of the joint venture’s individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the group’s financial statements.

The group recognises the portion of gains or losses on the sale of assets by the group to the joint venture that is attributable to the other ventures. The group does not recognise its share of profits or losses from the joint venture that result from the purchase of assets by the group from the joint venture until it resells the assets to an independent party. However, if a loss on the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, the loss is recognised immediately.

Where the group has contractual arrangements with other participants to engage in joint activities or invest in joint assets other than through a separate entity, the group includes its assets, liabilities and share of income and expenditure in such joint venture operations with similar items in its financial statements.

(iv) Special purpose entities (SPEs) are those undertakings that are created to satisfy specific business needs of the group, These are consolidated where the group has the right to the majority of the benefits of the SPE and/or is exposed to the majority of the risk thereof. SPEs are consolidated in the same manner as subsidiaries when the substance of the relationship indicates that the SPE is controlled by the group.

(v) Transactions with non-controlling interests. The group treats transactions with non-controlling interests as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

When the group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequent accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of the entity are accounted for as if the group directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified in profit or loss.

If the ownership interest in an associate is reduced but significant influence is retained, only a portion of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

2.3 Foreign currency translation

(i) Functional and presentation currency. Items included in the financial statements of each of the group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency).

For translation of the Rand financial statement items to US dollar, the average of R7.77 (2011:R6.99) (2010:R7.58) per US$1 was used for income statement items (unless this average was not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case these items were translated at the rate on the date of the transactions) and the closing rate of R8.21 (2011:R6.78) per US$1 for asset and liability items. Equity items were translated at historic rates.

The translation effect from rand to US dollar is included in other comprehensive income in the US$ financial statements.

F-10

References to “A$” refers to Australian currency, “R” to South African currency, “$” or “US$” to United States currency and “K” or “Kina” to Papua New Guinean currency.

(ii) Transactions and balances. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation to year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except where deferred in equity as qualifying cash flow hedges and qualifying investment hedges. Gains and losses recognised in the income statement are included in the determination of “other expenses – net”.

Changes in the fair value of monetary securities denominated in a foreign currency classified as available-for-sale are analysed between translation differences resulting from changes in the amortised cost of the security, and other changes in the carrying amount of the security. Translation differences related to the changes in amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income.

Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets such as equities classified as available-for-sale are included in other comprehensive income.

(iii) Group companies. The results and financial position of all group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

(b) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the date of the transactions);

(c) all resulting exchange differences are recognised as a separate component of other comprehensive income; and

(d) equity items are translated at historic rates.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to other comprehensive income. When a foreign operation is sold or control is otherwise lost, exchange differences that were recorded in other comprehensive income are recognised in profit or loss in the period in which the foreign operation is sold or control is otherwise lost.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign entity and translated at the closing rate.

2.4 Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker has been identified as the executive committee. Refer to note 39 for detailed guidance on the identification of an operating and reportable segment.

2.5 Property, plant and equipment

(i) Mining assets including mine development costs and mine plant facilities are initially recorded at cost, where after they are measured at cost less accumulated depreciation and impairment. Costs include expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably.

At the group’s surface mines, when it has been determined that a mineral property can be economically developed as a result of establishing proved and probable reserves, costs incurred to develop the property are capitalised as incurred until the mine is considered to have moved into the production phase. These costs include costs to further delineate the ore body and remove overburden to initially expose the ore body. Stripping costs incurred during the production phase to remove waste ore are deferred and charged to production costs on the basis of the average life-of-mine stripping ratio. The average stripping ratio is calculated as the number of tonnes of waste material removed per tonne of ore mined. The average life-of-mine ratio is revised annually in the light of additional knowledge and change in estimates. The cost of “excess stripping” is capitalised as mine development costs when the actual stripping ratio exceeds the average life-of-mine stripping ratio. Where the average life-of-mine stripping ratio exceeds the actual stripping ratio, the cost is charged to the income statement.

At the group’s underground mines, all costs incurred to develop the property, including costs to access specific ore blocks or other areas of the underground mine, are capitalised to the extent that such costs will provide future economic benefits. These costs include the cost of shaft sinking and access, the costs of building access ways, lateral development, drift development, ramps, box cuts and other infrastructure development.

F-11

During the development stage, the group may enter into arrangements whereby it agrees to transfer a part of its mineral interest in consideration for an agreement by another party (the farmee) to meet certain expenditure which would otherwise have to be undertaken by the group. Such arrangements, referred to as farm-in transactions, are accounted for as executory contracts – particularly when the expenditures to be incurred by the farmee are discretionary in nature, and the mineral interest to be transferred may vary depending upon such discretionary spend. At the date of completion of each party’s obligations under the farm-in arrangement, the group derecognises the proportion of the mining assets and liabilities associated with the joint venture that it has sold to the farmee, and recognises its interest in the capital expenditure (consideration received) at fair value within operating assets. The difference between the net disposal proceeds and the carrying amount of the asset disposed of is recognised in profit or loss.

Borrowing costs are capitalised to the extent that they are directly attributable to the acquisition and construction of qualifying assets. Qualifying assets are assets that take a substantial time to get ready for their intended use. These costs are capitalised until the asset moves into the production phase. Other borrowing costs are expensed.

The net assets of operations placed on care and maintenance are impaired to their recoverable amount. Expenditure on the care and maintenance of these operations is charged against income, as incurred.

Where a depreciable asset is used in the construction or extension of a mine, the depreciation is capitalised against the mine’s cost.

(ii) Non-mining assets. Land is shown at cost and not depreciated. Other non-mining fixed assets are shown at cost less accumulated depreciation and accumulated impairment losses.

(iii) Undeveloped properties are initially valued at the fair value of resources obtained through acquisitions. The carrying values of these properties are annually tested for impairment. Once development commences, these properties are transferred to mining properties and accounted for in accordance with the related accounting policy.

(iv) Mineral and surface use rights represent mineral and surface use rights for parcels of land both owned and not owned by the group. Mineral and surface rights include acquired mineral use rights in production, development and exploration phase properties. The amount capitalised related to a mineral and surface right represents its fair value at the time it was acquired, either as an individual asset purchase or as part of a business combination, and is recorded at cost of acquisition.

The group’s mineral use rights are enforceable regardless of whether proved or probable reserves have been established. In certain limited situations, the nature of a use changes from an exploration right to a mining right upon the establishment of proved and probable reserves. The group has the ability and intent to renew mineral use rights where the existing term is not sufficient to recover all identified and valued proved and probable reserves and/or undeveloped mineral interests.

(v) Leased assets. The group leases certain property, plant and equipment. Leases of property, plant and equipment where the group has substantially all the risks and rewards of ownership are classified as finance leases. The assets are capitalised at the lease’s commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

Finance lease payments are allocated using the rate implicit in the lease, which is included in finance costs, and the capital repayment, which reduces the liability to the lessor. The corresponding rental obligations, net of finance charges, are included in non-current borrowings, with the current portion included under current liabilities.

Capitalised lease assets are depreciated over the shorter of their estimated useful lives and the lease terms.

(vi) Depreciation and amortisation of mining assets, computed principally by the units of production method over life-of-mine based on estimated quantities of economically recoverable proved and probable reserves, which can be recovered in future from known mineral deposits.

In most instances, proved and probable reserves provide the best indication of the useful life of the group’s mines (and related assets). However, in some instances, proved and probable reserves may not provide a realistic indication of the useful life of the mine (and related assets). This may be the case, for example, where management is confident that further resources will be converted into reserves and are approaching economic decisions affecting the mine on this basis, but has chosen to delay the work required to designate them formally as reserves. Management’s confidence in the economical recovery of such resources may be based on historical experience and available geological information. In instances where management is able to demonstrate the economic recovery of such resources with a high level of confidence, such additional resources, as well as the associated future development costs of accessing those resources, are included in the calculation of depreciation and amortisation.

(vii) Depreciation and amortisation of non-mining assets. Other non-mining assets are depreciated on a straight-line basis over their estimated useful lives as follows:

• Vehicles at 20% per year;

• Computer equipment at 33.3% per year;

• Furniture and equipment at 16.67% per year.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

F-12

Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognised in the income statement.

(viii) Depreciation and amortisation of mineral and surface use rights. Mineral rights associated with production phase mineral interests are amortised over the life-of-mine using the units-of-production method in order to match the amortisation with the expected underlying future cash flows. Mineral interests associated with development and exploration phase mineral interests are not amortised until such time as the underlying property is converted to the production stage.

For details on the group’s accounting policy on impairments, refer to note 2.8.

2.6 Exploration costs

The group expenses all exploration and evaluation expenditures until it is concluded that the project is technically feasible and commercially viable, and that future economic benefits are therefore probable. The information used to make that determination depends on the level of exploration as well as the degree of confidence in the orebody, as set out below.

Exploration and evaluation expenditure on greenfield sites, being those where the group does not have any mineral deposits which are already being mined or developed, is expensed as incurred until the technical and commercial viability of the project has been demonstrated, usually through the completion of a final feasibility study. However, in certain instances, the technical and commercial viability of the deposit may be demonstrated at an earlier stage, for example where an extended feasibility study is being conducted and the underlying feasibility study in respect of specific components of the mineral deposit has advanced to such a stage that significant commercially viable reserves has been established, and the other criteria for the recognition of an asset have been met.

Exploration and evaluation expenditure on brownfield sites, being those adjacent to mineral deposits which are already being mined or developed, is expensed as incurred until the group is able to demonstrate that future economic benefits are probable through the completion of a feasibility study, after which the expenditure is capitalised as mine development cost. A ‘feasibility study’ consists of a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method has been established, and which, if an effective method of mineral processing has been determined, includes a financial analysis based on reasonable assumptions of technical, engineering, operating economic factors and the evaluation of other relevant factors. The feasibility study, when combined with existing knowledge of the mineral property that is adjacent to mineral deposits that are already being mined or developed, allows the group to conclude that the project is technically feasible and commercially viable.

Exploration and evaluation expenditure relating to extensions of mineral deposits which are already being mined or developed, including expenditure on the definition of mineralisation of such mineral deposits, is capitalised as a mine development cost following the completion of an economic evaluation equivalent to a feasibility study. This economic evaluation is distinguished from a feasibility study in that some of the information that would normally be determined in a feasibility study is instead obtained from the existing mine or development. This information when combined with existing knowledge of the mineral property already being mined or developed allow the directors to conclude that the project is technically feasible and commercially viable.

Exploration properties acquired are recognised in the balance sheet within development cost and are shown at cost less provisions for impairment determined in accordance with the group’s accounting policy on impairment of non-financial assets (note 2.8)

Capitalisation of pre-production cost ceases when commercial levels of production are reached. Commercial levels of production are discussed under “production start date” in note 3.12.

2.7 Intangible assets

Intangible assets consist of all identifiable non-monetary assets without physical substance. They are stated at cost less accumulated amortisation and accumulated impairment losses, if any. The following are the main categories of intangible assets:

(i) Intangible assets with an indefinite useful life

Intangible assets with an indefinite useful life are not amortised but tested for impairment on an annual basis, or when there is an indication of impairment. The excess of consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. Goodwill on acquisition of subsidiaries, joint ventures and businesses are included in intangible assets. Goodwill on acquisition of associates is included in investments in associates and tested for impairment as part of the overall balance.

Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are recognised immediately in the income statement and are not reversed. The impairment testing is performed annually on 30 June or when events or changes in circumstances indicate that it may be impaired.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. If the composition of one or more cash-generating units to which goodwill has been allocated changes due to a re-organisation, the goodwill is re-allocated to the units affected.

F-13

The gain or loss on disposal of an entity includes the carrying amount of goodwill relating to the entity sold.

(ii) Intangible assets with a finite useful life

Acquired computer software licences that require further internal development are capitalised on the basis of costs incurred to acquire and bring to use the specific software. Cost to bring to use the specific software, includes software development employee costs and attributable overheads. Development expenditure incurred that will not likely generate probable future economic benefits and cannot be reliability measured are recognised as an expense as incurred. Intangible assets with a finite useful life are amortised on a straight line basis of over their estimated useful lives, which are reviewed annually, as follows:

• Computer software at 20% per year.

2.8 Impairment of non-financial assets

Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or when there is an indication of impairment.

Assets that are subject to amortisation are reviewed annually on 30 June for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised in the income statement for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Each operating shaft, along with allocated common assets such as plants and administrative offices, is considered to be a cash generating unit as each shaft is largely independent from the cash flows of other shafts and assets belonging to the group.

Fair value less cost to sell is generally determined by using discounted estimated after-tax future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold prices (considering current and historical prices, price trends and related factors), production levels and cash costs of production, all based on life-of-mine plans. Future cash flows are discounted to their present value using a post tax discount rate that reflect current market assessments of the time value of money and risk specific to the asset. Refer to note 3.1 for detail.

The term “recoverable minerals” refers to the estimated amount of gold that will be obtained from reserves and resources and all related exploration stage mineral interests (except for other mine-related exploration potential and greenfields exploration potential discussed separately below) after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such related exploration stage mineral interests will be risk adjusted based on management’s relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of cash flows from other asset groups. With the exception of other mine-related exploration potential and greenfields exploration potential, estimates of future undiscounted cash flows are included on an area of interest basis, which generally represents an individual operating mine, even if the mines are included in a larger mine complex.

In the case of mineral interests associated with other mine-related exploration potential and greenfields exploration potential, cash flows and fair values are individually evaluated based primarily on recent exploration results and recent transactions involving sales of similar properties, if any. Assumptions underlying future cash flow estimates are subject to significant risks and uncertainties.

Non-financial assets other than goodwill that suffered an impairment are reviewed annually for possible reversal of the impairment at 30 June. Reversal of impairments is also considered when there is objective evidence to indicate that the asset is no longer impaired. Where an impairment subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but not higher than the carrying value that would have been determined had no impairment been recognised in prior years.

2.9 Financial instruments

Financial instruments are initially measured at fair value when the group becomes a party to their contractual arrangements. Transaction costs are included in the initial measurement of financial instruments, with the exception of financial instruments classified as at fair value through profit or loss. The subsequent measurement of financial instruments is discussed below.

A financial asset is derecognised when the right to receive cash flows from the asset has expired or the group has transferred its rights to receive cash and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the assets.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss recognised in equity is recognised in profit or loss.

On derecognition of a financial liability, the difference between the carrying amount of the liability extinguished or transferred to another party and the amount paid is recognised in profit or loss.

F-14

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

Financial assets

The group classifies its financial assets in the following categories: loans and receivables, available-for-sale, held-to-maturity and at fair value through profit or loss. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset.

(i) Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the group provides money, goods or services directly to a debtor with no intention of trading the receivable. Loans and receivables are subsequently measured at amortised cost using the effective interest method. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date which are classified as non-current assets. Loans and receivables include trade and other receivables (excluding VAT and prepayments), restricted cash and cash and cash equivalents.

Cash and cash equivalents

Cash and cash equivalents are defined as cash on hand, deposits held at call with banks and short-term highly liquid investments with original maturities of three months or less. Cash and cash equivalents exclude restricted cash.

Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets. A provision for impairment of receivables is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The carrying amount of the asset is reduced through the use of a provision for impairment (allowance account) and the amount of the loss is recognised in the income statement. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in the income statement.

(ii) Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the investment within 12 months of the balance sheet date.

Available-for-sale financial assets are subsequently carried at fair value. Changes in the fair value of monetary securities denominated in a foreign currency are accounted for as described in note 2.3 (ii).

When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in other comprehensive income are reclassified in the income statement as profit or loss from investment securities.

The fair values of quoted investments are based on current bid prices. If the value for a financial instrument cannot be obtained from an active market, the group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer’s specific circumstances. The valuation techniques make maximum use of market inputs and rely as little as possible on entity-specific inputs.

The group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If considered impaired, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from other reserves and recognised in the income statement. Subsequent increases in the fair value are recognised in equity – impairment losses recognised in the income statement on equity instruments are not reversed through the income statement.

(iii) Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the group’s management has the positive intention and ability to hold to maturity. The group’s held-to-maturity investments are subsequently measured at amortised cost using the effective interest method.

A portion of restricted investments held by the trust funds (refer note 20) are classified as held-to-maturity investments.

The group assesses at the end of each reporting period whether there is objective evidence that a held-to-maturity investment is impaired as a result of an event. The amount of the loss is measured as the difference between the asset’s

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carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the held-to-maturity investment’s original effective interest rate. The asset’s carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement. If a held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.

(iv) Financial assets at fair value through profit or loss have two sub-categories: financial assets held-for-trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management in terms of specified criteria. Derivatives are also categorised as held-for-trading unless they are designated as hedges. Assets in this category are classified as current assets if they are expected to be realised within 12 months of the balance sheet date. These assets are subsequently measured at fair value with gains or losses arising from changes in fair value recognised in the income statement in the period in which they arise.

Financial liabilities

(i) Borrowings are initially recognised at fair value net of transaction costs incurred and subsequently measured at amortised cost, comprising original debt less principal payments and amortisation, using the effective yield method. Any difference between proceeds (net of transaction cost) and the redemption value is recognised in the income statement over the period of the borrowing using the effective interest rate method.

Fees paid on the establishment of loan facilities are capitalised as a pre-payment and amortised over the period of the facility to which it relates, to the extent it is probable that some or all of the facility will be drawn down. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is expensed.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

(ii) Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. If not, they are presented as non-current liabilities.

2.10 Inventories

Inventories which include bullion on hand, gold in process, gold in lock-up, ore stockpiles and stores and materials, are measured at the lower of cost and net realisable value after appropriate allowances for redundant and slow moving items. Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated cost necessary to perform the sale.

Cost of bullion, gold in process and gold in lock-up is determined by reference to production cost, including amortisation and depreciation at the relevant stage of production. Ore stockpiles are valued at average production cost. Stockpiles and gold in lock-up are classified as a non-current asset where the stockpile exceeds current processing capacity and where a portion of static gold in lock-up is expected to be recovered more than 12 months after balance sheet date.

Gold in process inventories represent materials that are currently in the process of being converted to a saleable product. Conversion processes vary depending on the nature of the ore and the specific mining operation, but include mill in-circuit, leach in-circuit, flotation and column cells, and carbon in-pulp inventories. In-process material is measured based on assays of the material fed to process and the projected recoveries at the respective plants. In-process inventories are valued at the average cost of the material fed to process attributable to the source material coming from the mine, stockpile or leach pad plus the in-process conversion costs, including the applicable depreciation relating to the process facility, incurred to that point in the process. Gold in process includes gold in lock-up which is generally measured from the plants onwards. Gold in lock-up is estimated as described under the section dealing with critical accounting estimates and judgements (refer to note 3.9). It is expected to be extracted when plants are demolished at the end of their useful lives, which is largely dependant on the estimated useful life of the operations feeding the plants. Where mechanised mining is used in underground operations, in-progress material is accounted for at the earliest stage of production when reliable estimates of quantities and costs are capable of being made. Given the varying nature of the group’s open pit operations, gold in process represents either production in broken ore form or production from the time of placement on heap leach pads.

Consumable stores are valued at weighted average cost.

2.11 Non-current assets or disposal groups held for sale and discontinued operations

A non-current asset or disposal group (a business grouping of assets and their related liabilities) is designated as held for sale and stated at lower of carrying value and fair value less cost to sell, when its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The classification as held for sale of a non-current asset or disposal group occurs when it is available for immediate sale in its present condition and the sale is highly probable. A sale is considered highly probable if management is committed to a plan to sell the non-current asset or disposal group, an active divestiture programme has been initiated, the non-current assets or disposal group is marketed at a price reasonable to its fair value and the disposal will be completed within one year from classification.

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Upon classification of a non-current asset or disposal group as held for sale, it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the non-current asset or disposal group over its expected net selling price (fair value less costs to sell). At each subsequent reporting date, the carrying values are remeasured for possible impairment. A reversal of impairment is recognised for any subsequent increase in net selling price but not in excess of the cumulative impairment loss already recognised.

No depreciation is provided on non-current assets from the date they are classified as held for sale. Where an investment in associate is classifies as held for sale, the group will no longer equity account for the investment.

When a disposal group is classified as held for sale it is also necessary to assess whether or not the criteria for discontinued operations are met. If the criteria are met, the results of the disposal group are classified as discontinued operations in the income statement and the comparative amounts restated for all periods presented. No restatement of balance sheet comparative amounts is done.

If a non-current asset or disposal group is classified as held for sale but the criteria for classification as held for sale are no longer met, the disclosure of such non-current asset or disposal group as held for sale is ceased.

On ceasing such classification, the non-current assets are reflected at the lower of:

• the carrying amount before classification as held for sale adjusted for any depreciation or amortisation that would have been recognised had the assets not been classified as held for sale or

• the recoverable amount at the date the classification as held for sale ceases. The recoverable amount is the amount at which the asset would have been recognised after the allocation of any impairment loss arising on the cash generating unit as determined in accordance with the group’s policy on impairment of non-financial assets.

Any adjustment required to be made on reclassification is charged to the income statement on reclassification, and included in income from continuing operations.

Where the disposal group was also classified as a discontinued operation, the subsequent classification from held for sale also requires that the discontinued operation be included in continuing operations. Comparative information in the income statement and cash flow note disclosures relating to the classification as a discontinued operation is re-presented accordingly. Comparative information in the balance sheet is not re-presented for this change.

2.12 Environmental obligations

Estimated long-term environmental obligations, comprising pollution control, rehabilitation and mine closure, are based on the group’s environmental management plans in compliance with current technological, environmental and regulatory requirements.

Based on disturbances to date, the net present value of expected rehabilitation cost estimates are recognised and provided for in full in the financial statements. The estimates are reviewed annually and are discounted using a pre-tax risk-free rate that is adjusted to reflect the current market assessments of the time value of money and the risks specific to the obligation.

Annual changes in the provision consist of finance costs relating to the change in the present value of the provision and inflationary increases in the provision estimate, as well as changes in estimates. The present value of environmental disturbances created are capitalised to mining assets against an increase in the rehabilitation provision. If a decrease in liability exceed the carrying amount of the asset, the excess is recognised immediately in the income statement. If the asset value is increased and there is an indication that the revised carrying value is not recoverable, an impairment is performed in accordance with the accounting policy dealing with impairments of non financial assets. Rehabilitation projects undertaken, included in the estimates are charged to the provision as incurred. The cost of on-going current programmes to prevent and control pollution is charged against income as incurred. Over time, the liability is increased to reflect an interest element, and the capitalised cost is depreciated over the life of the related asset.

2.13 Environmental trust funds

Contributions are made to the group’s trust funds, created in accordance with statutory requirements, to fund the estimated cost of pollution control, rehabilitation and mine closure at the end of the life of the group’s mines. The trusts are consolidated into the group as the group exercises full control of the trust. The measurement of the investments held by the trust funds is dependent on their classification under financial assets. Income received and gains are treated in accordance with these classifications.

2.14 Provisions

Provisions are recognised when the group has a present legal or constructive obligation as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

The amount recognised as a provision is the present value of the best estimate of the expenditure required to settle the present obligation at balance sheet date using a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the obligation. This estimate takes into account the associated risks and uncertainties. The increase in the provision due to the passage of time is recognised as interest expense.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic benefits will be required, the provision is reversed.

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2.15 Current and deferred taxation

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

The group follows the comprehensive liability method of accounting for deferred tax using the balance sheet approach. Under this method deferred income taxes are recognised for the tax consequences of temporary differences by applying expected tax rates to the differences between the tax base of all assets or liabilities and its balance sheet carrying amount, except to the extent that deferred tax arises from the initial recognition of an asset or liability in a transaction that is not a business combination and does not affect the accounting or taxable profit or loss at the time of the transaction. Deferred tax is charged to profit or loss, except where the tax relates to items recognised in other comprehensive income or directly in equity in which case the tax is also recognised in other comprehensive income or directly in equity. The effect on deferred tax of any changes in tax rates is recognised in the income statement, except to the extent that it relates to items previously charged or credited directly to equity.

The principal temporary differences arise from amortisation and depreciation on property, plant and equipment, provisions, post-retirement benefits, unutilised tax losses and unutilised capital allowances carried forward. Deferred tax assets relating to the carry forward of unutilised tax losses and unutilised capital allowances are recognised to the extent that it is probable that future taxable profit will be available against which the unutilised tax losses and unutilised capital allowances can be utilised.

Deferred income tax is provided on temporary differences arising from investments in subsidiaries, joint ventures and associates, except where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Interest received from and paid to the tax authorities are classified as interest income and expense.

2.16 Employee benefits

(i) Pension and provident plans are funded through annual contributions. The group pays fixed contributions into a separate entity in terms of the defined contribution pension and provident plans which is charged to the income statement in the year to which they relate. The group’s liability is limited to its annually determined contributions and has no further liability, legally or constructive if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

(ii) Medical plans: The group provides medical cover to current employees and certain retirees through certain funds. The medical accounting costs for the defined benefit plan are assessed using the projected unit credit method. The health care obligation is measured as the present value of the estimated future cash outflows using high quality government bond interest rates consistent with the term and risks of the obligation together with adjustments for unrecognised past service cost. Actuarial gains and losses as a result of these valuations are recognised in the income statement at revaluation date. The future liability for current and retired employees and their dependents is accrued in full based on actuarial valuations obtained annually.

(iii) Equity compensation benefits: The group operates an equity-settled, share-based payments plan, where the group grants share options to certain employees in exchange for services received. Equity share-based payments are measured at fair value that includes market performance conditions but excluded the impact of any service and non-market performance conditions of the equity instruments at the date of the grant. The share-based payments are expensed over the vesting period, based on the group’s estimate of the shares that are expected to eventually vest. The group used an appropriate option pricing model in determining the fair value of the options granted. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the estimates of the number of options that are expected to become exercisable are revised. The impact of the revision of original estimates, if any, is recognised in the income statement, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

(iv) Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The group recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.

(v) Leave pay: The group accrues for the cost of the leave days granted to employees during the period in which the leave days accumulate.

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2.17 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.18 Leases

Leases in which a significant portion of the risk and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

For the group’s policy on finance leases, refer to note 2.5 (v).

2.19 Revenue recognition

(i) Revenue arising from gold sales is recognised when the price is determinable, the product has been delivered in accordance with the terms of the contract, the significant risks and rewards of ownership have been transferred to the customer and collection of the sales price is reasonably assured. These criteria are typically met when the gold is delivered to the refinery.

Revenue further excludes value-added tax. Revenues from silver and other by-products sales are credited to production costs as a by-product credit.

(ii) Interest income: Interest is recognised on a time proportion basis, taking into account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the group.

(iii) Dividend income is recognised when the shareholder’s right to receive payment is established. This is recognised at the last date of registration.

2.20 Dividends declared

Dividends declared are recognised in the period in which they are approved by the Board of directors. Dividends are payable in South African rand.

3 Critical accounting estimates and judgements

The preparation of the financial statements in conformity with IFRS requires the group’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The resulting accounting estimates may differ from actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

3.1 Impairment of mining assets

The recoverable amount of mining assets is generally determined utilising discounted future cash flows. Management also considers such factors as the quality of the individual orebody, market risk, asset specific risks and country risk in determining the fair value.

Key assumptions for the calculations of the mining assets’ recoverable amounts are the gold price, marketable discount rates (cost-to-sell), exchange rates and the annual life-of-mine plans. In determining the gold price to be used, management assess the long-term views of several reputable institutions on the gold price and based on this, derive the gold price. The life-of-mine plans are based on the proved and probable reserves as included in the Reserve Declaration, which are determined in terms of SAMREC and JORC, as well as resources where management has high confidence in the ore-body and economical recovery of gold, based on historic and similar geological experience.

During the year under review, the group calculated the recoverable amounts (generally fair value less costs to sell) based on updated life of mine plans, a gold price of US$1 524 per ounce and a post tax real discount rate, which ranges between 5.04% and 8.70%, depending on the asset (2011: US$ 1 274 per ounce and a post tax real discount rate ranging between 5.09% and 8.47% depending on the asset) (2010: US$ 1 050 per ounce and a post tax real discount rate ranging between 5.92% and 10.72% depending on the asset). Cash flows used in the impairment calculations are based on life-of-mine plans which exceed five years for the majority of the mines. Refer to note 5 for details of impairments and reversal of impairment recorded.

Should management’s estimate of the future not reflect actual events, further impairments may be identified. Factors affecting the estimates include:

• changes to proved and probable ore reserves;

• economical recovery of resources;

• the grade of the ore reserves may vary significantly from time to time;

• review of strategy;

• unforeseen operational issues at the mines;

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• differences between actual commodity prices and commodity price assumptions;

• changes in the discount rates and foreign exchange rates; and

• changes in capital, operating mining, processing and reclamation costs.

Sensitivity analysis

One of the most significant assumptions that influence the life-of-mine plans and therefore impairments is the expected gold price. A 10% decrease in the gold price at the reporting date would have resulted in an additional impairment at Steyn 2 Shaft (included in the Bambanani segment) of US$3.6 million. This analysis assumes that all other variables remain constant.

3.2 Impairment of investment in associates

The investments in associates are evaluated annually for impairment by comparing the entire carrying value of the investment to the recoverable amount, which is the higher of value in use or fair value less costs to sell. In 2011, the investment in Rand Uranium was classified as held for sale for the sale and an impairment recognised based on fair value less cost to sell (US$ denominated purchase consideration). Refer to note 21.

3.3 Valuation and impairment of available-for-sale financial assets

If the value of financial instruments cannot be obtained from an active market, the group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis and option pricing models refined to reflect the issuer’s specific circumstances. When considering indications of an impairment, management considers a prolonged decline to be longer than 12 months. The significance of the decline is assessed for each security individually.

During the current year the investment in Witwatersrand Consolidated Gold Resources Limited (Wits Gold) was considered to be impaired as the fair value of the equity instrument at 30 June 2012 (US$16 million) was significantly lower than its original cost at initial recognition (US$41 million). This was assessed by management to be a significant decline. In addition, the Wits Gold equity instruments traded below their original cost for more than 12 months.

3.4 Estimate of exposure and liabilities with regard to rehabilitation costs

Estimated long-term environmental obligations, comprising pollution control, rehabilitation and mine closure, are based on the group’s environmental management plans in compliance with current technological, environmental and regulatory requirements.

Significant judgement is applied in estimating ultimate rehabilitation cost that will be required in future to rehabilitate the group’s mines. Ultimate cost may significantly differ from current estimates.

For the South African operations, management used an inflation rate of 6.30% (2011: 6.60 %) (2010: 6.23%) and the expected life of the mines according to the life-of-mine plans in the calculation of the estimated net present value of the rehabilitation liability. The discount rates used for the calculation are dependant on the shaft’s life of mine and are as follows: for 12 months – 5.5% (2011: 5.75%) (2010: 6.75%); for 1 – 5 years – 5.75% (2011: 7.25%) (2010: 8.00%); for 6 – 9 years – 7.75% (2011: 8.50%) (2010: 8.50%) and for 10 years or more – 8.25% (2011: 8.75%) (2010: 9.00%). These estimates were based on recent yields determined on government bonds.

In calculating the rehabilitation liability in PNG for 2012, an inflation rate of 2.95% (2011: 3.30%) (2010: 5.4%) was used, together with a discount rate of 7.50% (2011: 7.00%) (2010: 8.00%).

3.5 Estimate of employee benefit liabilities

An updated actuarial valuation is carried out at the end of each financial year. Assumptions used to determine the liability included a discount rate of 9.60%, no increases in employer subsidies (in terms of the agreement) and mortality rates according to the SA 1956/62 mortality table (SA “a mf” tables) (60 years) and a medical inflation rate of 7.45% (2011: discount rate of 9.80%, 60 years and 7.65% inflation rate) (2010: discount rate of 10.30%, 60 years and 8.14% inflation rate).

Management determined the discount rate by assessing financial instruments with similar terms to the liability. The changes to the discount rate and medical inflation rate are similar to changes in interest and inflation rates in South Africa.

3.6 Estimate of taxation

The group is subject to income tax in several jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Management has to exercise judgement with regards to deferred tax assets. Where the possibility exists that no future taxable income may flow against which these assets can be offset, the deferred tax assets are not recognised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. When different tax rates apply to different levels of taxable income, deferred tax assets and liabilities are measured using the average tax rates that are expected to apply to the taxable profit (tax loss) of the periods in which the temporary differences are expected to reverse. At the group’s South African operations, such average tax rates are directly impacted by the profitability of the relevant mine. The deferred tax rate is therefore based on the current estimate of future profitability of an operation when temporary differences will reverse, based on tax rates and tax laws that have been enacted at the balance sheet date. Refer to note 14 for further detail.

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The future profitability of each mine, in turn, is determined by reference to the life-of-mine (LOM) plan for that operation. The LOM plan is influenced by factors as disclosed in note 3.1, which may differ from one year to the next and ultimately result in the deferred tax rate changing from one year to the next.

3.7 Fair value of share-based payments

The fair value of options granted is being determined using either a binominal, Black-Scholes or a Monte Carlo valuation model. The significant inputs into the model are: vesting period, risk free interest rate, volatility, price on date of grant and dividend yield (refer to note 35 for detail on each of the share option schemes).

3.8 Impairment of goodwill

Due to the wasting nature of mining assets and the finite life of a mine’s reserves, the allocation of goodwill to a shaft will eventually result in an impairment charge for the goodwill. The group tests annually whether separately identifiable goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.8. These calculations require the use of estimates as stated in note 3.1.

3.9 Gold in lock-up

Gold in lockup is carried at the lower of cost or net realisable value. Gold in lock-up is estimated based on the expected volumes treated and calculated plant call factor. Plant call factor is the efficiency measurement of the percentage of gold extracted from the ore. Management need to exercise judgement with regards to lock-up volumes, life-of-mine plans, gold prices, exchange rates and post tax real discount rates. Net realisable values are performed at least annually.

3.10 Assessment of contingencies

Contingencies will only realise when one or more future events occur or fail to occur. The exercise of significant judgement and estimates of the outcome of future events are required during the assessment of the impact of such contingencies.

Litigation and other judicial proceedings as a rule raise difficult and complex legal issues and are subject to uncertainties and complexities including, but not limited to, the facts and circumstances of each particular case, issues regarding the jurisdiction in which the suit is brought and differences in applicable law. Upon resolution of any pending legal matter, the group may be forced to incur charges in excess of the presently established provisions and related insurance coverage. It is possible that the financial position, results of operations or cash flows of the group could be materially affected by the outcome of the litigation.

3.11 Gold mineral reserves and resources

Gold mineral reserves and resources are estimates of the amount of ounces that can be economically and legally extracted from the group’s properties. In order to calculate the gold mineral reserves and resources, estimates and assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, commodity prices and exchange rates.

Estimating the quantities and/or grade of the reserves and resources requires the size, shape and depth of the ore bodies to be determined by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological judgements and calculations to interpret the data.

Because the economic assumptions used to estimate the gold mineral reserves and resources change from year to year, and because additional geological data is generated during the course of operations, estimates of the mineral reserves and resources may change from year to year. Changes in the reserves and resources may affect the group’s financial results and financial position in a number of ways, including:

• asset carrying values may be affected due to changes in estimated cash flows;

• depreciation and amortisation charged in the income statement may change as they are calculated on the units-of-production method; and

• environmental provisions may change as the timing and/or cost of these activities may be affected by the change in mineral reserves.

At the end of each financial year, the estimate of proved and probable gold mineral reserves and resources is updated. Depreciation of mining assets is prospectively adjusted, based on these changes.

3.12 Production start date

Various relevant criteria are considered in order to assess when the mine is substantially complete and ready for its intended use and moves into the production phase. Some of the criteria would include but are not limited to the following:

• the level of capital expenditure compared to the total project cost estimates;

• the ability to produce gold in a saleable form (where more than an insignificant amount of gold has been produced); and

• the ability to sustain the ongoing production of gold.

4 Financial risk management

The group’s financial instruments expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and other price risk), credit risk and liquidity risk. The group may use derivative financial instruments to hedge certain risk exposures.

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The group’s financial assets and liabilities are set out below:

Figures in million (US dollar)	Loans and receivables		Available-for-sale financial assets		Held-to-maturity investments		Fair value through profit or loss		Financial liabilities at amortised cost
At 30 June 2012:
Restricted cash		4		—		—		—		—
Restricted investments		—		—		26		198		—
Investments in financial assets		—		18		—		—		—
Trade and other receivables		124		—		—		—		—
Cash and cash equivalents		216		—		—		—		—
Borrowings		—		—		—		—		221
Trade and other payables		—		—		—		—		41
At 30 June 2011:
Restricted cash		5		—		—		—		—
Restricted investments		—		—		30		248		—
Investments in financial assets		—		27		—		—		—
Trade and other receivables		124		—		—		—		—
Cash and cash equivalents		102		—		—		—		—
Borrowings		—		—		—		—		230
Trade and other payables		—		—		—		—		73

Risk management is carried out by a central treasury department (group treasury) under policies approved by the board of directors. Group treasury identifies, evaluates and hedges certain selected financial risks in close co-operation with the group’s operating units. The board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and the investment of excess liquidity.

(a) Market risk

(i) Foreign exchange risk

The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar (US$). Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency. Harmony’s revenues are sensitive to the ZAR/US$ exchange rate as all revenues are generated by gold sales denominated in US$. Harmony generally does not enter into forward sales, derivatives or other hedging arrangements to establish an exchange rate in advance for the sale of its future gold production.

The group is exposed to foreign exchange risk arising from borrowings and intercompany loans denominated in a currency other than the functional currency of that entity. Harmony generally does not enter into forward sales, derivatives or other hedging arrangements to manage this risk.

Sensitivity analysis

The group has reviewed its foreign currency exposure on financial assets and financial liabilities and has identified the following sensitivities for a 10% change in the exchange rate.

F-22

	US dollar
Figures in million	2012			2011
A$ against US$
Increase by ten percent		—			1
Decrease by ten percent		—			(1	)
Closing rate		1.02			1.07
Kina against A$
Increase by ten percent		60			47
Decrease by ten percent		(60	)		(47	)
Closing rate		2.06			2.41
US$ against Rand
Increase by ten percent		13			n/a
Decrease by ten percent		(13	)		n/a
Closing rate		8.21

(ii) Other price risk

The group is exposed to the risk of fluctuations in the fair value of the available-for-sale financial assets and fair value through profit or loss as a result of changes in market prices (other than changes in interest rates and foreign currencies). Harmony generally does not use any derivative instruments to manage this risk.

Sensitivity analysis

A 1% increase in the share prices of the underlying available-for-sale investments at the reporting date, with all other variables held constant, would have increased other comprehensive income by US$0.2 million (2011: US$0.3 million); an equal change in the opposite direction would have decreased other comprehensive income by US$0.2 million (2011: US$0.3 million).

Certain of the restricted investments are linked to the Shareholder Weighted Top 40 Index (SWIX 40) on the JSE. A 1% increase in the SWIX 40 index at the reporting date, with all other variables held constant, would have increased profit or loss by US$0.6 million (2011: US$1.1 million); an equal change in the opposite direction would have decreased profit or loss by US$0.6 million (2011: US$1.1 million).

Commodity price sensitivity

The profitability of the group’s operations, and the cash flows generated by those operations, are affected by changes in the market price of gold. Harmony generally does not enter into forward sales, derivatives or other hedging arrangements to establish a price in advance for the sale of future gold production.

(iii) Interest rate risk

The group’s interest rate risk arises mainly from long-term borrowings. The group has variable interest rate borrowings. Variable rate borrowings expose the group to cash flow interest rate risk. The group has not entered into interest rate swap agreements.

Sensitivity analysis

A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) profit or loss before tax by the amounts shown below. This analysis assumes that all other variables remain constant. The analysis is performed on the same basis for 2011.

	US dollar
Figures in million	2012			2011
Increase by 100 basis points		2			2
Decrease by 100 basis points		(2	)		(2	)

(b) Credit risk

Credit risk is the risk that a counterparty may default or not meet its obligations timeously. Financial instruments, which subject the group to concentrations of credit risk, consist predominantly of restricted cash, restricted investments, trade and other receivables (excluding non-financial instruments) and cash and cash equivalents.

F-23

Exposure to credit risk on trade and other receivables is monitored on a regular basis. Refer to note 25 for management’s assessment. The credit risk arising from restricted cash, cash and cash equivalents and restricted investments is managed by ensuring amounts are only invested with financial institutions of good credit quality. The group has policies that limit the amount of credit exposure to any one financial institution.

Cash and cash equivalents and restricted cash

Financial institutions’ credit rating by exposure:

	US dollar
Figures in million	2012		2011
Credit rating
AAA¹		—		38
AA+¹		44		—
AA¹		54		41
AA-		79		24
A+		43		4
Cash and cash equivalents and restricted cash		220		107
¹ Includes restricted cash
AAA		—		4
AA+		—		—
AA		4		1
Total restricted cash		4		5

The group’s maximum exposure to credit risk is represented by the carrying amount of all financial assets determined to be exposed to credit risk, amounting to US$569.0 million as at 30 June 2012 (2011: US$509.0 million). US$249.5 million of this amount, which includes the equity-linked notes and interest-bearing short-term investments (refer to note 20) are held with Nedbank Limited which has a AA- rating.

(c) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, and the availability of funding through an adequate amount of committed credit facilities.

In the ordinary course of business, the group receives cash from its operations and is required to fund working capital and capital expenditure requirements. The cash is managed to ensure that surplus funds are invested in a manner to achieve market-related returns and to provide sufficient liquidity at the minimum risk. The group is able to actively source financing at competitive rates.

The following are the contractual maturities of financial liabilities (including principal and interest payments):

	US dollar
Figures in million	Current		More than 1 year
2012
Borrowings
Due between 0 and six months		28		—
Due between six to 12 months		24		—
Due between one to two years		—		46
Due between two to five years		—		154
Trade and other payables (excluding non-financial liabilities)		41		—
		93		200

F-24

2011
Borrowings
Due between 0 and six months	35	—
Due between six to 12 months	34	—
Due between one to two years	—	61
Due between two to five years	—	118
Trade and other payables (excluding non-financial liabilities)	73	—
	142	179

(d) Capital risk management

The primary objective of managing the group’s capital is to ensure that there is sufficient capital available to support the funding requirements of the group, in a way that optimises the cost of capital and matches the current strategic business plan.

The group manages and makes adjustments to the capital structure, which consists of debt and equity as and when borrowings mature or when funding is required. This may take the form of raising equity, market or bank debt or hybrids thereof. The group may also adjust the amount of dividends paid, sell assets to reduce debt or schedule projects to manage the capital structure.

There were no changes to the group’s approach to capital management during the year.

(e) Fair value determination

The carrying values (less any impairment allowance) of short-term financial instruments are assumed to approximate their fair values.

The fair values of the available-for-sale financial assets are determined by reference to quoted market prices. The fair value of other non-current financial instruments is determined using a discounted cash flow model with market observable inputs, such as market interest rates.

The carrying values of financial assets and liabilities are assumed to approximate their fair values.

The following table presents the group’s assets and liabilities that are measured at fair value by level at 30 June 2012.

This requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

1) Quoted prices (unadjusted) in active markets for identical assets (level 1).

2) Inputs other than quoted prices included within level 1 that are observable for the asset, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).

3) Inputs for the asset that are not based on observable market data (that is, unobservable inputs) (level 3).

Assets	Level 1		Level 2		Level 3
Figures in million (US dollar)
Available-for-sale financial assets 1		16		—		2
Fair value through profit or loss 2		—		198		—

The following table presents the group’s assets and liabilities that are measured at fair value by level at 30 June 2011.

Assets	Level 1		Level 2		Level 3
Figures in million (US dollar)
Available-for-sale financial assets 1		26		—		1
Fair value through profit or loss 2		—		248		—

¹  Refer to note 22. Level 1 and 2 fair values are either directly or indirectly derived from actively trading shares on the JSE.

²  Level 2 fair values are directly derived from the Shareholders Weighted Top 40 index (SWIX 40) on the JSE, and are discounted at market interest rate.

F-25

5 Cost of sales

	US dollar
Figures in million	2012			2011			2010
Production costs (a)		1,276			1,218			985
Amortisation and depreciation of mining assets		242			220			160
Amortisation and depreciation of assets other than mining and mining related assets (b)		5			10			6
Rehabilitation (credit)/expenditure (c)		(2	)		6			1
Care and maintenance cost of restructured shafts		11			17			7
Employment termination and restructuring costs (d)		10			20			12
Share-based payments (e)		11			18			18
(Reversal of impairment)/impairment of assets (f)		(7	)		39			34
Other (g)		15			(15	)		5
Total cost of sales		1,561			1,533			1,228

(a) Production costs include mine production, transport and refinery costs, applicable general and administrative costs, movement in inventories and ore stockpiles, ongoing environmental rehabilitation costs and transfers to and from deferred stripping. Employee termination costs are included, except for employee termination costs associated with major restructuring and shaft closures, which are excluded. Production costs, analysed by nature, consist of the following:

	US dollar
Figures in million	2012			2011			2010
Labour costs, including contractors		831			767			676
Consumables		354			340			280
Water and electricity		195			179			143
Insurance		16			15			21
Transportation		21			19			19
Changes in inventory		(20	)		33			(3	)
Capitalisation of mine development costs		(157	)		(161	)		(146	)
Deferred stripping		(18	)		(6	)		1
By-products sales		(32	)		(23	)		(4	)
Royalty expense		15			13			3
Other		71			42			(5	)
Production costs from continuing operations		1,276			1,218			985

(b) Amortisation and depreciation of assets other than mining and mining related assets includes the amortisation of intangible assets.

(c) Rehabilitation (credit)/expenditure

For the assumptions used to calculate the rehabilitation costs, refer to note 3.4. This expense includes the change in estimate for the rehabilitation provision where an asset no longer exists as well as ongoing rehabilitation cost. During 2012, the cost of rehabilitation work done at closed shafts in the Free State was lower than provided for and resulted in a reduction in the liability and a credit of US$5.6 million for the change in estimate was recorded.

(d) Employment termination and restructuring costs

During the 2012 financial year and in line with group’ stated strategy to restructure for safe, profitable and quality ounces, it was decided to halt mining in the sub-shaft after Bambanani had struggled to meet production targets and curb costs for a number of quarters. As such, mining activities moved from deeper operating areas to accelerated development of the shaft pillar. The effects of this restructuring on jobs was mitigated by redeploying the majority of employees (97%) to other operations in build-up.

During the 2011 financial year Merriespruit 1 shaft was closed and placed on care and maintenance due to mining no longer being economically viable. The voluntary retrenchment process, which the group commenced in the 2010 financial year was finalised during the latter part of the 2011 financial year.

During the 2010 financial year certain shafts in Harmony and Evander were closed and placed on care and maintenance. These closures were due to mining no longer being economically viable. The group also engaged in a voluntary retrenchment process during the 2010 financial year, resulting in retrenchment costs for various operations.

(e) Share-based payments

Refer to note 35 for details on the share-based payments schemes operated by the group.

F-26

(f) (Reversal of impairment)/impairment of assets consist of the following:

	US dollar
Figures in million	2012			2011		2010
Kalgold		1			—		—
Steyn 1 (Bambanani)		—			15		—
Steyn 2 (Bambanani)		15			15		—
St Helena (Other-underground)		—			9		—
Target 1		(23	)		—		1
Harmony 2 (Virginia)		—			—		5
Merriespruit 1 (Virginia)		—			—		17
Merriespruit 2 (Virginia)		—			—		6
Brand 2/3 complex (Virginia)		—			—		5
Total (reversal of impairment)/impairment of assets		(7	)		39		34

During the 2012 financial year impairments to the value of US$15.4 million (2011: US$15.3 million; US$1.8 million) were recognised as a result of the revised business (life-of-mine) plans, which are completed in June of each year, and included increases in electricity and labour costs and a decrease in reserves declared as a result of revised cut-off grades. An impairment of US$23.6 million was reversed during the year due to the revised life-of-mine plans at Target 1 principally due to the higher gold price. The remaining US$1.0 million (2011:US$23.6 million) (2010:US$32.1 million) impairment in 2012 relates to operations where a decision was made not to mine in future. In 2010 this included impairments as a result of the shaft closures under note 5(d) above.

These adjustments impacted negatively on the recoverable amount of property, plant and equipment and contributed to the recognition of the impairments at the shafts. Impairments were performed as required by IAS 36, Impairment of Assets, and as a result these impairments were recorded. For assumptions used to calculate the recoverable amount, refer to note 3.1.

(g) Included in Other for the 2011 and 2012 financial years are amounts relating to gold inventory adjustments. Refer to note 24.

6 Profit on sale of property plant and equipment

	US dollar
Figures in million	2012		2011		2010
Profit on sale of property plant and equipment		8		4		14

The totals in 2011 and 2012 are the sales of properties and scrap material (including steel) from sites that are closed and being rehabilitated in the Free State.

During June 2010, the group concluded the sale of the Jeanette prospecting right to Taung Gold Limited for a total consideration and profit of US$10 million, as well as the sale of royalty rights in Australia to Regis Resources Limited for a total consideration of US$3.5 million.

7 Other expenses – net

	US dollar
Figures in million	2012			2011			2010
Foreign exchange losses – net (a)		4			4			10
Bad debts provision (credit)/expense (b)		(11	)		3			(2	)
Bad debts written off (b)		12			—			4
Other expenses/(income) – net (c)		1			(4	)		(4	)
Total other expenses – net		6			3			8

(a)	(i)	During the 2012 financial year foreign exchange gains relating to the Australasia intercompany loans not designated as forming part of the net investment of the group’s international operations, amounting to US$2.7 million (2011: gain of US$0.7 million) (2010: loss of US$12.2 million) were recognised in the consolidated income statement.
	(ii)	Included in the total for 2012 is a loss of US$5.8 million related to the translation of the US$ syndicated revolving credit facility into SA rand.

F-27

	(iii)	During the 2011 financial year foreign exchange losses amounting to US$6.2 million were realised on the liquidation of certain Australian dormant subsidiaries. During the 2010 financial year foreign exchange gains of US$2.9 million were realised on liquidation of Harmony Gold Peru SA and Harmony Precious Metals Services SAS, wholly owned subsidiaries of Harmony.
(b)		Included in the provision credit and bad debts written off for 2012 is an amount of US$5.9 million for Pamodzi Gold Limited (Pamodzi Gold) and its subsidiary companies. Pamodzi Gold is an associate (refer to note 21) and has been placed into liquidation.
(c)		Included in other expenses/(income) – net for 2012 is an amount of US$3.2 million provided for the pumping and treatment costs relating to the Klerksdorp, Orkney, Stilfontein and Hartebeesfontein (KOSH) Basin. Refer to note 30 in this regard.

8 Operating profit

The following have been included in operating profit:

	US dollar
Figures in million	2012		2011		2010
Auditors’ remuneration		4		4		3
Made up as follows:
External
Fees – current year		3		3		2
Internal
Fees – current year		1		1		1

9 Loss on sale of investment in subsidiary

	US dollar
Figures in million	2012		2011		2010
Loss on sale of Big Bell Operations (Proprietary) Limited		—		—		3

During January 2010, the group concluded the sale of Big Bell Operations (Proprietary) Limited (Big Bell), an operation in Western Australia, for a total consideration of US$3.2 million. The group realised a net loss of US$3.3 million after recycling a foreign currency reserve of US$4.0 million on disposal date from other comprehensive income to the consolidated income statement.

10 Net gain on financial instruments

	US dollar
Figures in million	2012		2011		2010
Available-for-sale
Realised portion of fair value movement (a)		—		1		1
		—		1		1
Fair value through profit or loss
Fair value gain on environmental trust funds		11		17		4
		11		17		4
Total net gain on financial instruments		11		18		5

(a) During the 2011 financial year the group acquired and disposed of an investment in Kingsrose. The fair value gains of US$0.4 million relating to this investment were reclassified from other reserves to the income statement. The remaining realised portion of fair value gains related to the disposal of other listed investments.

During the 2010 financial year the group disposed of its entire shareholding in Avoca Resources Limited, Alloy Resources Limited and various other smaller investments for a total consideration of US$6.6 million. Total fair value gains of US$1.4 million relating to these investments were reclassified from other reserves to the income statement.

F-28

11 Gain on farm-in option

	US dollar
Figures in million	2012		2011		2010
Gain on farm-in option		—		38		—

During 2011, a gain of US$38.0 million was recognised on the cancellation of the Freegold farm-in option. The Freegold option allowed the group to acquire a beneficial interest of up to 40% in any future mines established by Witwatersrand Consolidated Gold Resources Limited (Wits Gold) on certain properties in the Southern Free State. On 5 November 2010 the group received 4 376 194 shares in Wits Gold as consideration for the cancellation of the option.

12 Investment income

	US dollar
Figures in million	2012		2011		2010
Interest received
Loans and receivables		2		2		3
Held-to-maturity investments		1		2		9
Cash and cash equivalents		7		8		11
South African Revenue Services (SARS)		2		7		—
Total investment income		12		19		23

13 Finance costs

	US dollar
Figures in million	2012			2011			2010
Financial liabilities
Borrowings		19			20			10
Other creditors		1			1			2
Total finance costs from financial liabilities		20			21			12
Non-financial liabilities
Post-retirement benefits		2			2			2
Time value of money and inflation component of rehabilitation costs		16			16			16
Total finance costs from non-financial liabilities		18			18			18
Total finance costs before interest capitalised		38			39			30
Interest capitalised		(1	)		(1	)		—
Total finance costs		37			38			30

The capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation in 2012 was 9.1% (2011: 9.7% and 2010: 10.6%).

F-29

14 Taxation

	US dollar
Figures in million	2012			2011			2010
Taxation by region
SA normal taxation
Mining tax (a)		4			(2	)		6
– current year		10			1			6
– adjustment in respect of prior year		(6	)		(3	)		—
Non-mining tax (b)		19			3			5
– current year		6			4			5
– adjustment in respect of prior year		13			(1	)		—
Deferred tax (c)		(19	)		(27	)		34
– deferred tax estimate		(19	)		25			34
– previously unrecognised temporary differences		—			(52	)		—
Secondary Tax on Companies (STC)		3			1			—
		7			(25	)		45
Foreign normal taxation
– deferred tax (d)		(23	)		(30	)		(15	)
Total taxation		(16	)		(55	)		30
Taxation by type
Mining tax		4			(2	)		6
Non-mining tax		19			3			5
Deferred tax		(42	)		(57	)		19
STC		3			1			—
		(16	)		(55	)		30

(a) Mining tax on gold mining income in South Africa is determined according to a formula, based on the taxable income from mining operations. 5% of total revenue is exempt from taxation while the remainder is taxable at a higher rate that non-mining income as a result of applying the gold mine formula. All qualifying mining capital expenditure is deducted from taxable mining income to the extent that it does not result in an assessed loss. Accounting depreciation is eliminated when calculating the South African mining tax income. Excess capital expenditure is carried forward as unredeemed capital to be claimed from future mining taxable income. The group has several tax paying entities in South Africa. In terms of the mining ringfencing application, each ringfenced mine is treated separately and deductions can normally only be utilised against mining income generated from the relevant ring-fenced mine.

Gold mining companies within the group that had elected to be exempt from Secondary Tax on Companies (STC) were taxed at higher rates than those that have not made the election. Dividend Tax (DT) was introduced on 1 April 2012 and replaced STC. Simultaneously with the introduction of DT only one formula is applicable for mining tax on gold mining income.

(b) Non-mining income of mining companies is taxed at 28% ( 2011 and 2010: 35% (exempt from STC) and 28% (no election made)). Non-mining companies are taxed at the statutory corporate rate of 28% (2011 and 2010: 28%).

(c) The deferred tax rate used to calculate deferred tax is based on the current estimate of future profitability when temporary differences will reverse, based on tax rates and tax laws that have been enacted at balance sheet date. Depending on the profitability of the operations, the deferred tax rate can consequently be significantly different from year to year.

(d) Mining and non-mining income of Australian and PNG operations are taxed at a standard tax rate of 30%.

F-30

Income and mining tax rates

During March 2012, The National Treasury of South Africa repealed the higher gold mining tax formula due to the introduction of Dividend Tax. As a result, the rates that are applicable for the 2012 year are 34% for mining income and 28% for non-mining income.

Major items causing the group’s income tax provision to differ from the maximum mining statutory tax rate of 34% (2011: 43% and 2010: 43%) for continuing operations were:

	US dollar
Figures in million	2012			2011			2010
Tax on net profit from continuing operations at the maximum mining statutory tax rate		(85	)		(15	)		(21	)
Non-allowable deductions		(23	)		(4	)		(18	)
Profit/(loss) from associates		—			(3	)		3
Difference between effective mining tax rate and statutory mining rate on mining income 1		13			3			2
Difference between non-mining tax rate and statutory mining rate on non-mining income		1			2			3
Effect on temporary differences due to changes in effective tax rates 2		60			(44	)		(72	)
Previously unrecognised temporary differences 3		—			52			—
Prior year (under)/overprovision – mining and non-mining tax		(7	)		4			—
Capital allowance, sale of business and other rate differences		60			61			73
STC		(3	)		(1	)		—
Income and mining taxation		16			55			(30	)
Effective income and mining tax rate		(6	)%		(167	)%		61	%

¹  Includes the effect of the change in the Freegold mining ring fencing application. Refer to note 38 for developments after year end.

²  The significant decreases in the deferred tax rates of ARMGold/Harmony Freegold Joint Venture Company (Proprietary) Limited (28.5% to 24.3%) and Randfontein Estates Limited (21.2% to 18.6%) is as a result of the repeal of the higher tax rate formula for gold mining companies in March 2012.

³  The credit in 2011 of US$52 million is for the Freegold unredeemed capital allowance. The South African Revenue Service (SARS) previously disallowed Freegold’s “post 1973 gold mine” additional capital allowance claim. SARS withdrew the additional capital allowance claim on 10 March 2011, conceding that the Freegold operations are entitled to claim this capital allowance caused an increase in the deferred tax asset in the balance sheet and the resulting credit in the income statement.

Deferred tax

The analyses of deferred tax assets and liabilities is as follows

	US dollar
Figures in million	2012			2011
Deferred tax assets		(371	)		(170	)
Deferred tax asset to be recovered after more than 12 months		(353	)		(148	)
Deferred tax asset to be recovered within 12 months		(18	)		(22	)
Deferred tax liabilities		707			623
Deferred tax liability to be recovered after more than 12 months		641			578
Deferred tax liability to be recovered within 12 months		66			45
Reclassification to held for sale		(17	)		—
Net deferred tax liability		319			453

Deferred tax liabilities and assets on the balance sheet as of 30 June 2012 and 30 June 2011 relate to the following:

	US dollar
Figures in million	2012			2011
Gross deferred tax liability		707			825
Amortisation and depreciation		692			823
Unrealised foreign exchange movements		12			1
Other		3			1
Gross deferred tax asset		(371	)		(372	)
Unredeemed capital expenditure		(313	)		(321	)
Provisions, including non-current provisions		(30	)		(39	)
Tax losses		(28	)		(12	)
Reclassification to held for sale		(17	)		—
Net deferred tax liability		319			453

F-31

Movement in the net deferred tax liability recognised in the balance sheet is as follows:

	US dollar
Figures in million	2012			2011
Balance at beginning of year		453			463
Credit per income statement – continuing operations		(42	)		(57	)
Charge/(credit) per income statement – discontinued operations		8			(8	)
Foreign currency translation		(95	)		55
Tax directly charged to other comprehensive income		12			—
Reclassification to held for sale		(17	)		—
Balance at end of year		319			453

As at 30 June, certain subsidiaries in the group had the following tax credits:

	US dollar
Figures in million	2012		2011
Unredeemed capital expenditure available for utilisation against future mining taxable income ¹		2,343		2,481
Tax losses carried forward utilisable against taxable income		94		60
Capital Gains Tax (CGT) losses available to be utilised against future CGT gains.		132		69
As at 30 June, the group has not recognised the following deferred tax asset amounts		445		476
The unrecognised temporary differences are:
Unredeemed capital expenditure ²		1,200		1,325
Tax losses		1		17
CGT losses ³		132		69
Temporary differences relating to investments in associates		—		176

¹  Includes Avgold US$1 194.6 million, Freegold US$194.2 million. and Randfontein US$155.9 million.

²  Relates mostly to Avgold.

³  The increase in CGT losses is due to capital losses recognised on the sale of Rand Uranium during the 2012 financial year. Refer to note 15 for further details on the sale.

Secondary Taxation on Companies (STC)

STC was a tax levied on South African companies at a rate of 10% with effect from 1 October 2007 to 31 March 2012 on dividends distributed.

Current and deferred tax are measured at the tax rate applicable to undistributed income and therefore only took STC into account to the extent that dividends had been received or paid.

On declaration of a dividend, the company included the STC on this dividend in its computation of the income tax expense in the period of such declaration.

F-32

	US dollar
Figures in million	2012		2011
Available STC credits at end of year		18		—

Dividend Tax (DT)

A withholding tax of 15% on dividends (excluding a return of capital) and other distributions to the beneficial owners of shares (shareholders) became effective on 1 April 2012. DT will be withheld by the company declaring the dividend or the withholding agent, unless specifically exempt. Foreign residents could qualify for an exemption or a reduced DT rate in terms of their relevant tax treaty.

On 13 August 2012, the board of directors approved a final dividend for the 2012 financial year of 6.2 US cents (2011: 8.3 US cents). The total dividend paid amounted to US$26.4 million (2011: US$35.9 million). As the dividends declared exceed the STC credits available, dividend tax has been withheld at a rate of 15% on the portion of the dividend that is in excess of the STC credit carried forward in respect of those shareholders that do not qualify for either a reduction or an exemption.

15 Disposal groups classified as held for sale and discontinued operations

(i) The assets and liabilities of Evander Gold Mines Limited (Evander), a wholly-owned subsidiary of Harmony Gold Mining Company Limited (Harmony), have been classified as held for sale following the signing of a sale of shares and claims agreement on 30 January 2012. On 30 May 2012, Harmony announced the signing of a new sale of shares and claims agreement with Pan African Resources plc (Pan African).The disposal will be for an aggregate purchase consideration of US$182.7 million, excluding the proceeds of the Taung Gold Limited transaction and less certain distributions made by Evander to Harmony between 1 April 2012 and the close of the transaction.

The transaction is subject to, among others, Pan African obtaining the requisite shareholder approval for the acquisition. The transaction is expected to be completed by 31 December 2012.

The operation also meets the requirements to be classified as a discontinued operation. The comparative figures in the income statement have been re-presented as a result.

(ii) Following a decision by the shareholders of Rand Uranium (Proprietary) Limited (Rand Uranium) to commence with a process to sell the company and the criteria for IFRS 5 being met subsequently, the investment in Rand Uranium and the subordinated shareholder’s loan were classified as held for sale. An offer to purchase the investment was received from Gold One International Limited (Gold One) and was accepted by shareholders on 21 April 2011. The group’s attributable portion of the sale proceeds, which includes the subordinated loan shareholders’ loan, amounted to US$37.25 million.

The investment did not meet the criteria to be classified as discontinued operation. An impairment of US$20.3 million was recorded during the 2011 financial year to bring the investment in associate in line with its fair value less cost to sell. During 2012 an impairment reversal of US$6.8 million was recognised as a result of fluctuations in the exchange rate.

On 6 January 2012, the transaction with Gold One was concluded and the first payment of US$23.8 million was received. On 5 April 2012 and 24 April 2012 amounts of US$9.4 million and US$4.8 million were received, respectively, from Gold One as final payment on the sale of Rand Uranium shares. Of this US$3.2 million is being held in an escrow account for a period of 12 months.

(iii) On 10 September 2010, Harmony concluded a sale of assets agreement with Taung Gold Limited (Taung), in which Taung acquired the Evander 6 Shaft, the related infrastructure and surface rights permits as well as a mining right over the Evander 6 and Twistdraai areas. The assets and liabilities were presented as held for sale. The Evander 6 operation is on care and maintenance with a book value of US$nil. The total purchase consideration of US$33.2 million was settled in cash with an initial payment of US$15.2 million received on 29 April 2011.

All conditions precedent to the sale were fulfilled on 28 May 2012, and on 30 May 2012 the group received an amount US$30.1 million of which US$2.3 million had been held in escrow. A profit on sale of property, plant and equipment of US$26.9 million was recognised and included in discontinued operations.

(iv) On 20 July 2010, the conditions precedent for the sale of the Mount Magnet operations (operation in Western Australia) were fulfilled, this following approval of the group’s management on 17 May 2010 to sell this operation. The assets and liabilities were presented as held for sale from this date and the operations also met the criteria to be classified as discontinued operation.

A total purchase consideration of US$31.6 million was received from Ramelius Resources Limited in exchange for 100% of the issued shares of Mount Magnet. The group recognised as total profit of US$13.8 million net of tax before the realisation of accumulated foreign exchange losses of US$11.2 million form other comprehensive income to the income statement.

F-33

The assets and liabilities of the operations classified as held for sale at the reporting dates are as follows:

	US dollar
Figures in million	2012		2011
Balance sheet
Assets of disposal groups classified as held for sale
Property, plant and equipment		137		—
Restricted investments		24		2
Investment in associates		—		28
Inventories		9		—
Mining and income tax		1		—
Trade and other receivables		3		10
Total assets of disposal groups classified as held for sale		174		40
Liabilities of disposal groups classified as held for sale
Deferred income tax		17		—
Provision for environmental rehabilitation		21		2
Retirement benefits obligation and other provisions		—		—
Trade and other payables		8		—
Total liabilities of disposal groups classified as held-for-sale		46		2

The analysis of the results and cash flows of discontinued operations are disclosed in the tables below:

	US dollar
Figures in million	2012			2011			2010
Income statement
Revenue		181			122			138
Cost of sales		(111	)		(131	)		(156	)
Expenses – net		(2	)		(8	)		(11	)
Profit on sale of investment in subsidiary		—			7			—
Profit on sale of property, plant and equipment		28			—			—
Profit/(loss) from discontinued operations before tax		96			(10	)		(29	)
Taxation		(21	)		8			(14	)
Profit/(loss) for the year from discontinued operations		75			(2	)		(43	)
Cash flows
Operating cash flows		65			16			(12	)
Investing cash flows		(10	)		18			(23	)
Total cash flows from discontinued operations		55			34			(35	)

16 Earnings/(loss) per share

Basic earnings/(loss) per share

Basic earnings/(loss) per share is calculated by dividing the net income attributable to shareholders by the weighted number of ordinary shares in issue during the year.

	2012		2011			2010
Weighted average number of ordinary shares in issue (‘000)		430,818		429,310			426,382
	US dollar
Figures in million	2012		2011			2010
Net profit from continuing operations		266		88			19
Net profit/(loss) from discontinued operations		75		(2	)		(43	)
Total net profit/(loss) attributable to shareholders		341		86			(24	)
Basic earnings per share from continuing operations (cents)		61		21			4
Basic earnings/(loss) per share from discontinued operations (cents)		18		(1	)		(10	)
Total basic earnings/(loss) per share (cents)		79		20			(6	)

F-34

Fully diluted earnings/(loss) per share

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potential dilutive ordinary shares as a result of share options granted to employees under the share option schemes in issue. A calculation is performed to determine the number of shares that could have been acquired at fair value, determined as the average annual market share price of the company’s shares, based on the monetary value of the subscription rights attached to the outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

	2012		2011			2010
Weighted average number of ordinary shares in issue (‘000)		430,818		429,310			426,382
Potential ordinary shares (‘000)		1,205		1,110			1,465
Weighted average number of ordinary shares for fully diluted earnings per share (‘000)		432,023		430,420			427,847
	US dollar
Figures in million	2012		2011			2010
Fully diluted earnings per share from continuing operations (cents)		61		21			4
Fully diluted earnings/(loss) per share from discontinued operations (cents)		18		(1	)		(10	)
Total fully diluted earnings/(loss) per share (cents)		79		20			(6	)

The inclusion of share options issued to employees, as potential ordinary shares, has a dilutive effect on the earnings/(loss) per share. The issue price and the exercise price include the fair value of any service to be supplied to the entity in the future under the share option or other share-based payment arrangement.

Dividends

On 12 August 2011, the board declared a dividend of US$8.4 cents per share related to the year ended 30 June 2011. An interim dividend of US$5.2 cents was declared on 2 February 2012.

	US dollar
Figures in million	2012		2011		2010
Dividend declared		59		29		27
Dividend per share (cents)		13.6		6.8		6.2

On 13 August 2012, the board declared a dividend of US$6.2 cents per share amounting US$26.5 million relating to the year ended 30 June 2012. This dividend is not reflected on the financial statements as it was declared after the reporting date.

17 Property, plant and equipment

	US dollar
Figures in million	2012		2011
Mining assets (a)		3,089		3,556
Mining assets under construction (b)		125		98
Undeveloped properties (c)		743		926
Deferred stripping (d)		43		18
Other non-mining assets (e)		3		9
Total property, plant and equipment		4,003		4,607

F-35

(a) Mining assets

	US dollar
Figures in million	2012			2011
Cost
Balance at beginning of year		5,704			4,766
Elimination of fully depreciated and impaired assets no longer in use		(594	)		—
Additions		310			356
Disposals 1		(3	)		(228	)
Adjustment to rehabilitation asset		(11	)		15
Transfers and other movements		94			128
Translation		(757	)		667
		4,743			5,704
Reclassification to held for sale		(338	)		—
Balance at end of year		4,405			5,704
Accumulated depreciation and impairments
Balance at beginning of year		2,148			1,850
Elimination of fully depreciated and impaired assets no longer in use		(594	)		—
Impairment of assets		(7	)		37
Disposals 1		(3	)		(226	)
Depreciation 2		256			244
Transfers and other movements		6			—
Translation		(265	)		243
		1,541			2,148
Reclassification to held for sale		(225	)		—
Balance at end of year		1,316			2,148
Net carrying value		3,089			3,556

¹  Included in the movement for 2011 is the group’s disposal of its Mount Magnet operations to Ramelius Resources Limited, on 20 July 2010. Refer to note 15.

²  For the 2011 and 2012 financial years, the amounts include both continuing and discontinued operations

(b) Mining assets under construction

	US dollar
Figures in million	2012			2011
Cost
Balance at beginning of year		98			108
Additions		103			92
Finance costs capitalised 1		1			—
Disposals		—			(1	)
Transfers and other movements		(58	)		(108	)
Translation		3			7
Reclassification to held for sale		(22	)		—
Carrying value		125			98

¹  The average capitalisation rate applied was 9.1% (2011: 9.7%).

F-36

(c) Undeveloped property

	US dollar
Figures in million	2012			2011
Cost
Balance at beginning of year		931			933
Disposals 1		—			(27	)
Transfers and other movements		(37	)		(82	)
Translation		(151	)		107
		743			931
Reclassification to held for sale		—			—
Balance at end of year		743			931
Accumulated impairments
Balance at beginning of year		5			70
Disposals 1		—			(3	)
Transfers and other movements		(5	)		(62	)
Translation		—			—
		—			5
Reclassification to held for sale		—			—
Balance at end of year		—			5
Net carrying value		743			926

¹  Included in the movement for 2011 is the group’s disposal of its Mount Magnet operations to Ramelius Resources Limited, on 29 July 2010. Refer to note 15.

(d) Deferred stripping

	US dollar
Figures in million	2012		2011
Cost
Balance at beginning of year		18		9
Additions		5		9
Transferred from/(to) production cost		18		(3	)
Translation		2		3
Carrying value		43		18

(e) Other non-mining assets

	US dollar
Figures in million	2012			2011
Cost
Balance at beginning of year		62			52
Elimination of fully depreciated and impaired assets no longer in use		(5	)		—
Additions		—			3
Translation		(10	)		7
Reclassification to held for sale		(2	)		—
Balance at end of year		45			62

F-37

Accumulated depreciation and impairments
Balance at beginning of year	53		44
Elimination of fully depreciated and impaired assets no longer in use	(5	)	—
Depreciation	3		3
Translation	(9	)	6
Reclassification to held for sale	—		—
Balance at end of year	42		53
Net carrying value	3		9

On 3 September 2010, Harmony entered into an agreement with Wits Gold for prospecting rights over Harmony’s Merriespruit South area, which will be settled in cash or a combination of cash and shares in Wits Gold, when all remaining conditions precedent have been fulfilled. At 30 June 2011, it had a carrying value of US$nil.

(f) Additional disclosures for leased assets

	US Dollar
Figures in million	2012			2011
Carrying value of capitalised leased assets (included in mining assets and mining assets under construction)		12			14
Cost		29			26
Accumulated depreciation		(17	)		(12	)
Finance lease additions		—			—

Except for the leased assets mentioned above, none of the assets listed above have been pledged or otherwise committed as security for any liabilities.

18 Intangible assets

	US dollar
Figures in million	2012		2011
Goodwill (a)		263		317
Technology-based assets (b)		5		3
Total intangible assets		268		320

(a) Goodwill

	US dollar
Figures in million	2012			2011
Cost
Balance at beginning of year		350			311
Translation		(60	)		39
Balance at end of year		290			350
Accumulated amortisation and impairments
Balance at beginning of year		33			28
Impairments recognised 1		—			2
Translation		(6	)		3
Balance at end of year		27			33
Net carrying value		263			317

F-38

The net carrying value of goodwill has been allocated to the following cash-generating units:
Bambanani	27	33
Tshepong	68	83
Phakisa	163	195
Joel	5	6
	263	317

¹  During the 2011 financial year, goodwill amounting to US$1.5 million relating to St. Helena was impaired. This was due to a revised life-of-mine plan. Refer to note 5 for details.

(b) Technology-based assets

	US dollar
Figures in million	2012			2011
Cost
Balance at beginning of year		20			16
Additions		4			2
Translation		(4	)		2
Balance at end of year		20			20
Accumulated amortisation and impairments
Balance at beginning of year		17			9
Amortisation charge for the year		1			6
Translation		(3	)		2
Balance at end of year		15			17
Net carrying value		5			3

Technology-based assets includes computer software and intellectual property which has been acquired and developed for the group. These assets are amortised over five years.

19 Restricted cash

	US dollar
Figures in million	2012		2011
Environmental guarantees (a)		3		4
Lease security deposits		1		—
Translation		—		1
Total restricted cash		4		5

(a) The amount relates to funds set aside to serve as collateral against guarantees made to the Department of Mineral Resources (DMR) in South Africa for environmental and rehabilitation obligations. A portion of the funds are held on call account and the rest are invested in money market funds.

20 Restricted investments

	US dollar
Figures in million	2012		2011
Investments held by Environmental Trust Funds (a)		219		273
Investments held by Social Trust Fund (b)		5		5
Total restricted investments		224		278

F-39

(a) Environmental Trust Funds consists of:

	US dollar
Figures in million	2012		2011
Held-to-maturity financial assets		21		25
Fair value through profit or loss financial assets		198		248
Total Environmental Trust Funds		219		273

The Environmental Trust Funds are irrevocable trusts under the group’s control. Contributions to the trusts are invested in interest-bearing short-term or medium-term equity-linked notes issued by commercial banks that provide guaranteed interest and additional interest or growth linked to the growth of the Shareholder Weighted Top 40 index (SWIX 40) of the JSE. The equity-linked notes are designated fair value through profit or loss investments and recorded at fair value whilst the interest-bearing short-term investments are classified as held-to-maturity and recorded at amortised cost. These investments provide for the estimated cost of rehabilitation at the end of the life of the group’s mines. Income earned on the investments is retained in the funds and reinvested.

Reconciliation of the movement in the investments held by Environmental Trust Funds:

	US dollar
Figures in million	2012			2011
Balance at beginning of year		275			223
Interest income ¹		1			2
Fair value gain ¹		12			19
Contributions made		6			1
Disposal of Evander 6 and Twistdraai		(2	)		—
Translation		(49	)		30
		243			275
Reclassification to held for sale		(24	)		(2	)
Balance at end of year		219			273

¹ Includes discontinued operations.

(b) The Social Trust Fund

The Social Trust Fund is an irrevocable trust under the group’s control. The group has undertaken to donate over a period of 10 years to The Harmony Gold Mining group Social Plan Trust in terms of an agreement signed on 3 November 2003. An initial donation of R 18.5 million (US$2.7 million) was made during the 2004 year. Thereafter instalments of R 3.5 million per annum were and will be made with the final instalment to be made in 2013. The purpose of the Trust is to fund the social plan to reduce the negative effects of restructuring on the group’s workforce, to put measures in place to ensure that the technical and life skills of the group’s workforce are developed and to develop the group’s workforce in such a manner to avoid or minimise the effect of job losses and a decline in employment through turnaround or redeployment strategies.

Reconciliation of the movement in the investments held by the Social Trust Fund:

	US dollar
Figures in million	2012			2011
Balance at beginning of year		5			5
Contributions made		1			1
Claims paid		—			(2	)
Translation		(1	)		1
Balance at end of year		5			5

F-40

21 Investment in associates

	US dollar
Figures in million	2012		2011
Balance at beginning of year		—		50
Share of losses after tax		—		(7	)
Impairment of investment in associate		—		(20	)
Translation		—		5
		—		28
Reclassification to held for sale		—		(28	)
Balance at end of year		—		—
Carrying amount before reclassification to held for sale consist of:
Pamodzi Gold Limited (a)		—		—
Rand Uranium (Proprietary) Limited (b)		—		28
Total investment in associates		—		28

(a) Harmony acquired 32.4% of Pamodzi Gold Limited (Pamodzi) on 27 February 2008 when it sold its Orkney operations to Pamodzi in exchange for a consideration of 30 million Pamodzi shares, initially valued at US$46.5 million. Pamodzi was listed on the JSE and had interests in operating gold mines in South Africa.

Pamodzi was placed in liquidation in March 2009 and the trading of its shares on the JSE was suspended. At 31 December 2008 the group had already reduced the net investment in Pamodzi to US$nil, following the recording of its cumulative share in losses of US$14.3 million and cumulative impairment losses of US$25.8 million. Subsequently the group has not recognised any losses. During 2012, the group wrote off loans and receivables of US$5.9 million. Refer to note 7 and 36.

As at 30 June 2012, the liquidation process has not been concluded. No financial information subsequent to 31 March 2009 is available and therefore no information has been disclosed for the years ended 31 December 2010 and 2011.

(b) During 2012, the group disposed of the 40% share it held in Rand Uranium. This investment was acquired when the company’s wholly-owned subsidiary Randfontein Estates Limited disposed of its Randfontein Cooke and Old Randfontein assets to a newly formed wholly-owned subsidiary Rand Uranium, in exchange for Rand Uranium shares, initially valued at US$139 million. Rand Uranium is an unlisted company registered in South Africa, with gold mining operations in the Gauteng province of South Africa.

The investment in Rand Uranium was classified as held for sale on 31 March 2011 following a decision by the shareholders to sell the company. The group ceased equity accounting the associate from 31 March 2011 in line with the requirements of IFRS 5. At that time, the group had recognised losses of US$7.3 million as its share of post-acquisition losses for the 2011 year. A binding offer was accepted by shareholders on 21 April 2011, and as a result an impairment of US$20 million was recognised in the income statement. During 2012, a reversal of impairment of US$6.8 million was recognised as a result of fluctuations in the exchange rate. On 6 January 2012 the sale of Rand Uranium to Gold One International Limited (Gold One) was concluded. Refer to note 15 for detail.

22 Investment in financial assets

	US dollar
Figures in million	2012			2011
Balance at beginning of year		27			2
Additions		—			42
Disposals		—			(2	)
Fair value movement of available-for-sale investments		(5	)		(14	)
Translation		(4	)		(1	)
Balance at end of year		18			27
The carrying amount consists of the following:
Available-for-sale financial assets:
Investment in Wits Gold (a)		16			26
Investment in unlisted shares (b)		2			1
Total available-for-sale financial assets		18			27

(a) On 5 November 2010, the group received 4 376 194 shares in Wits Gold, as consideration for the cancellation of the option held by Freegold.

F-41

The value of the shares on acquisition date was US$41 million and represents 13% investment in Wits Gold. The group classifies the investment in Wits Gold as an available-for-sale financial asset. During the 2012 year, a loss of US$5.6 million (2011: US$14.3 million) was recorded in the fair value reserve. Refer to note 27(b).

At 30 June 2012, management determined that the investment was impaired in terms of our accounting policy (refer to note 2.9 (ii) for detail) and the cumulative losses in the fair value reserves were reclassified to the income statement.

(b) These investments have been valued by the directors by performing independent valuations on an annual basis to ensure that no significant prolonged decline in the value of the investments has occurred.

23 Investment in Joint Venture

Morobe Mining Joint Ventures (MMJV) partnership agreement (50%)

The group has a 50% interest in mining and exploration assets located in the Morobe province, PNG. Newcrest owns the remaining 50% interest in these assets. The assets include the Hidden Valley mine and the Wafi-Golpu projects. This partnership was formed during the 2009 financial year through a range of transactions, which included Newcrest’s purchase of a 30.01% participating interest and a further farm-in of an additional 19.99% participating interest in the assets. The total value of the transaction was estimated at US$530 million and was completed by 30 June 2009.

The following are the group’s effective share of income, expenses, assets and liabilities, which are included in the 2012 consolidated financial statements:

	US dollar
Figures in million	2012			2011
		50	%		50	%
Revenue		150			140
Production costs		(110	)		(103	)
Production profit		40			37
Other costs		(67	)		(51	)
Net loss		(27	)		(14	)
Non-current assets		702			737
Current assets		90			63
Total assets		792			800
Non-current liabilities		25			182
Current liabilities		51			45
Total liabilities		76			227

24 Inventories

	US dollar
Figures in million	2012			2011
Gold in lock-up		12			30
Gold in-process, ore stockpiles and bullion on hand		62			54
Stores and materials at weighted average cost		63			65
Total inventories		137			149
Non-current portion of gold in lock-up and gold in-process		(7	)		(25	)
		130			124
Reclassification to held for sale		(9	)		—
Total current portion of inventories		121			124
Included in the balance above is:
Inventory valued at net realisable value		12			36

During the 2012 financial year, write downs of

• US$1.9 million (2011: US$6.1 million) and US$2.1 million (2011: US$nil) for the Steyn plant and Freddies rock dump demolishment projects, respectively, as a result of changes to the life-of-mine plans.

• US$9.9 million (2011: US$3.1 million) for the net realisable value adjustment for other gold in lock-up.

• US$3.9 million (2011: US$4.3 million) relating to certain stockpiles.

F-42

During the year, no adjustment was made (2011: increase of US$0.7 million) to the provision for slow moving stock, other than the effect of translation for the US dollar amounts. The total provision at 30 June 2012 was US$7.6 million (2011: US$9.2 million).

25 Trade and other receivables

	US dollar
Figures in million	2012			2011
Current
Financial assets:
Trade receivables (gold)		47			52
Other trade receivables (a)		18			35
Provision for impairment		(4	)		(18	)
Trade receivables – net		61			69
Loans to associates and joint ventures (b)		2			4
Interest and other receivables (c)		49			45
Other loans and receivables (d)		6			—
Employee receivables		3			3
Non-financial assets:
Prepayments		8			6
Value added tax		26			31
		155			158
Reclassification to held for sale		(3	)		—
Total current trade and other receivables		152			158
Non-current
Financial assets:
Loans to associates (e)		14			26
Other loans receivable (d)		3			4
Provision for impairment (e)		(14	)		(17	)
		3			13
Reclassification to held for sale		—			(10	)
Total non-current trade and other receivables		3			3

(a) Included in other trade receivables for 2011 is an amount of US$6.3 million owed by Rand Uranium.

(b) The 2012 and 2011 balance is due from the MMJV companies and Rand Uranium, respectively, for services and goods supplied in terms of the service level agreements entered into between the group and the joint venture companies and Rand Uranium.

(c) Included in interest and other receivables for the 2012 financial year is an amount of US$2.1 million (2011:US$2.5 million) owing by Pamodzi FS in terms of the asset purchase agreement, for rehabilitation trust funds to be released to the group.

Also included in the balance for the 2012 financial year is the self-insurance fund of US$27.1 million (2011: US$13.2 million) while the 2011 balance includes insurance claims receivable of US$5.2 million for the conveyor belt at Hidden Valley.

No impairment allowance is necessary in respect of any balances included in interest and other receivables as all amounts are classified as fully performing.

(d) Included in the balance is an amount of US$3.8 million due from Rand Uranium. Also included is an amount of US$5.2 million due by PNG Power Limited of which US$1.9 million is due within 12 months.

(e) The balance in 2012 comprises of US$14.1 million (2011: US$17.1 million) owed by Pamodzi. Pamodzi was placed into liquidation during 2009 and the loan was provided for in full. Harmony is a concurrent creditor in the Pamodzi Orkney liquidation.

Included in the balance the balance for 2011 is a loan of US$9.2 million to Rand Uranium. The loan was subordinated. Following the acceptance of a binding offer on 21 April 2011, the investment in Rand Uranium and the capital portion of the subordinated shareholder’s loan were presented as held for sale. The loan was settled on 6 January 2012 following the conclusion of the sale of Rand Uranium. Refer to note 15 for further detail.

F-43

The movement in the provision for impairment of trade receivables during the year was as follows:

	US dollar
Figures in million	2012			2011
Balance at beginning of year		18			13
Impairment loss recognised		2			4
Reversal of impairment loss		(13	)		(1	)
Translation		(3	)		2
Balance at end of year		4			18

The movement in the provision for impairment of loans receivables during the year was as follows:

	US dollar
Figures in million	2012			2011
Balance at beginning of year		17			15
Translation		(3	)		2
Balance at end of year		14			17

The ageing of trade receivables at the reporting date was:

	US dollar
Figures in million	Gross		Impairment
30 June 2012
Fully performing		52		—
Past due by 1 to 30 days		6		—
Past due by 31 to 60 days		2		—
Past due by 61 to 90 days		—		—
Past due by more than 90 days		2		1
Past due by more than 361 days		3		3
		65		4
30 June 2011
Fully performing		55		—
Past due by 1 to 30 days		7		—
Past due by 31 to 60 days		1		—
Past due by 61 to 90 days		2		—
Past due by more than 90 days		4		3
Past due by more than 361 days		18		15
		87		18

The ageing of loans receivable at the reporting date was:

	US dollar
Figures in million	Gross		Impairment
30 June 2012
Fully performing		7		—
Past due by 1 to 30 days		—		—
Past due by 31 to 60 days		—		—
Past due by 61 to 90 days		—		—
Past due by more than 361 days		16		14
		23		14

F-44

30 June 2011
Fully performing	13	—
Past due by 1 to 30 days	—	—
Past due by 31 to 60 days	—	—
Past due by 61 to 90 days	—	—
Past due by more than 361 days	17	17
	30	17

Based on past experience, the group believes that no impairment allowance is necessary in respect of fully performing receivables as the amount relates to customers that have a good track record with the group. Similarly, the other loans and receivables noted above, other than those provided for, are fully performing and considered to be a low credit risk.

During the year 2012 and 2011 there was no renegotiation of the terms of any receivable.

As at 30 June 2012 and 30 June 2011, there was no collateral pledged or held for any of the receivables.

26 Share capital

Authorised

1 200 000 000 (2011: 1 200 000 000) ordinary shares of 50 SA cents each.

Issued

431 564 236 (2011: 430 084 628) ordinary shares of 50 SA cents each. All issued shares are fully paid.

Included in the total of issued shares is an amount of 335 shares held by Lydenburg Exploration Limited, a wholly owned subsidiary of the company.

The directors have been authorised to allot and issue 43 008 462 authorised but unissued ordinary shares of the company, being 10% of the total issued share capital of the company as at 30 June 2011, subject to the provisions of the Companies Act and the JSE Limited Listings Requirements. Note 35 sets out details in respect of the share option scheme and shares held in trust for employees of the group.

Share issues

Shares issued in the 2011 and 2012 financial years relate to the exercise of share options by employees.

27 Other reserves

	US dollar
Figures in million	2012			2011
Foreign exchange translation reserve (a)		(138	)		469
Fair value movement of available-for-sale financial assets (b)		1			(11	)
Equity component of convertible bond (c)		41			41
Acquisition of non-controlling interest in subsidiary (d)		(57	)		(57	)
Share-based payments (e)		106			94
Repurchase of equity interest (f)		(13	)		(13	)
Other		(4	)		(4	)
Total other reserves		(64	)		519

F-45

(a) Foreign exchange translation reserve

	US dollar
Figures in million	2012			2011
Balance at beginning of year		469			(86	)
Realised portion reclassified through profit or loss		—			18
Current year’s foreign exchange movement		(595	)		537
Tax on foreign exchange movement		(12	)		—
Balance at end of year		(138	)		469

The balance of the foreign exchange translation reserve movement represents the cumulative translation effect of the group’s off-shore operations. The US dollar amount includes the translation effect from rand to US dollar.

The realised portion reclassified through profit or loss in 2011 relates to the sale of Mount Magnet and the deregistration of dormant Australian subsidiaries. Refer to note 15 and 7, respectively, for further detail.

(b) Fair value movement of available-for-sale financial assets

	US dollar
Figures in million	2012			2011
Balance at beginning of year		(11	)		4
Realised portion reclassified through profit or loss		—			(1	)
Tax on realised portion		—			—
Fair value movement – unrealised		(5	)		(14	)
Impairment recognised in profit or loss		19			—
Translation		(2	)		—
Balance at end of year		1			(11	)

The balance of the fair value movement reserve represents the movement in the fair value of the available-for-sale financial assets. For details on the movement, refer to note 22.

(c) Equity component of convertible bond

On 24 May 2004, the group issued a convertible bond. The amount representing the value of the equity conversion component is included in other reserves, net of deferred income taxes. The equity conversion component is determined on the issue of the bonds and is not changed in subsequent periods. The convertible bonds were repaid in 2009.

(d) Acquisition of non-controlling interest in subsidiary

On 15 March 2004 Harmony announced that it had made an off market cash offer to acquire all the ordinary shares, listed and unlisted options of Abelle, held by non-controlling interests. The excess of the purchase price of US $86.5 million (A$123 million) over the carrying amount of non-controlling interest acquired, amounting to US$57 million, has been accounted for under other reserves.

(e) Share-based payments

	US dollar
Figures in million	2012		2011
Balance at beginning of year		94		75
Share-based payments expensed		12		19
Balance at end of year		106		94

The group issues equity-settled instruments to certain qualifying employees under an Employee Share Option Scheme to purchase shares in the company’s authorised but unissued ordinary shares. Equity share-based payments are measured at the fair value of the equity instruments at the date of the grant. Share-based payments are expensed over the vesting period, based on the group’s estimate of the shares that are expected to eventually vest. During the 2012 financial year, a share-based payment expense of US$12.2 million (2011: US$19.5 million) was charged to the income statement. (Refer to note 35 for more detail).

F-46

(f) Repurchase of equity interest

On 19 March 2010, Harmony Gold Mining Company Limited concluded an agreement with AVRD, for the purchase of its 26% share of the mining titles of the Doornkop South Reef. From an accounting perspective, the sale of the 26% share in the mining titles was never recognised and accounted for as an in-substance call option by AVRD over the 26% mineral right. This was due to AVRD not being exposed to any losses relating to the Doornkop mineral right, and entitled at any point in time to repay the Nedbank loan guaranteed by Harmony – thereby becoming unconditionally entitled to the ‘upside’ in the mineral right. The agreement to purchase AVRD’s 26% interest during the 2010 financial year is therefore considered to be a repurchase of the option (equity interest). The difference between the value of the shares issued of US$20.5 million, the liability to African Vanguard Resources (Proprietary) Limited and transaction costs, have been taken directly to equity. The 26% interest was transferred from AVRD to Harmony in exchange for Harmony repaying the AVRD Nedbank loan and the issue of 2 162 359 Harmony shares.

28 Provision for environmental rehabilitation

The group’s mining and exploration activities are subject to extensive environmental laws and regulations. These laws and regulations are continually changing and are generally becoming more restrictive. The group has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future reclamation costs are based principally on legal and regulatory requirements. The following is a reconciliation of the total liability for environmental rehabilitation:

	US dollar
Figures in million	2012			2011
Provision raised for future rehabilitation
Balance at beginning of year		293			238
Disposal of assets		(2	)		(16	)
Change in estimate – Balance sheet		(12	)		15
Change in estimate – Income statement		(5	)		8
Time value of money and inflation component of rehabilitation costs 1		17			18
Translation		(43	)		30
Balance at end of year		248			293
Reclassification to held for sale		(21	)		(2	)
Total provision for environmental rehabilitation		227			291

¹  Includes costs for both continuing and discontinued operations.

Refer to note 3.4 for the estimations and judgements used in the calculations. While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, the group has estimated that, based on current environmental and regulatory requirements, the total cost for the mines, in the current monetary terms, is approximately US$343.9 million (2011: US$405.4 million).

	US dollar
Figures in million	2012			2011
Future net undiscounted obligation
Ultimate estimated rehabilitation cost		344			405
Amounts invested in environmental trust funds (Refer to note 20)		(243	)		(275	)
Total future net undiscounted obligation		101			130

The group intends to finance the ultimate rehabilitation costs from the money invested in environmental trust funds, ongoing contributions, as well as the proceeds on sale of assets and gold from plant clean-up at the time of mine closure. The group has guarantees in place relating to the environmental liabilities. Refer to notes 20 and 37.

During 2012, the group rehabilitated certain decommissioned operations in the Free State as part of its overall strategy of eliminating safety and health exposures and reducing environmental liability.

F-47

29 Retirement benefit obligation

	US dollar
Figures in million	2012		2011
Non-current
Retirement benefit obligation (b)		22		25
Reclassification to held for sale		—		—
Total retirement benefit obligation		22		25

(i)	(a)	Pension and provident funds:
		The group contributes to several pension and provident funds governed by the Pension Funds Act, 1956 for the employees of its South African subsidiaries. The pension funds are multi-employer industry plans. The group’s liability is limited to its annually determined contributions.
		The provident funds are funded on a ‘‘money accumulative basis’’ with the member’s and employer’s contributions having been fixed in the constitution of the funds.
		The Australian group companies make contributions to each employee’s superannuation (pension) funds in accordance with the Superannuation Guarantee Scheme (SGS). The SGS is a Federal Government initiative enforced by law which compels employers to make regular payments to regulated funds providing for each employee on their retirement. The SGS were set at a minimum of 9% of gross salary and wages for the 2012 year (2011: 9%). The fund is a defined contribution plan.
		The PNG Superannuation Act 2002 requires a compulsory employer contribution of 8.4% (2011: 8.4%) into an approved superannuation (pension) fund if an employee is appointed for a period of three months or more. The approved superannuation funds are defined contribution plans.
		Substantially all the group’s employees are covered by the above mentioned retirement benefit plans. Funds contributed by the group for the 2012 financial year amounted to US$70.8 million (2011: US$62.4 million).
	(b)	Post-retirement benefits other than pensions:
		Harmony inherited a post-retirement medical benefit obligation, which existed at the time of the Freegold acquisition in 2002. The group’s obligation in this regard, is to pay a subsidy of 2% for every completed year of employment up to a maximum of 50% of total medical aid contributions, commencing on date of retirement. Should the employee die, either in service or after retirement, this benefit will transfer to his/her dependants. The medical aid tariffs are based on the Minemed medical scheme options. Except for the pre-mentioned employees, Harmony has no other post-retirement obligation for the other group employees.
		The liability is unfunded and will be settled out of cash and cash equivalents when it becomes due. The liability is based on an actuarial valuation conducted during the year ended 30 June 2012, using the projected unit credit method. The next actuarial valuation will be performed on 30 June 2013.
		The principal actuarial assumptions used to determine the present value of unfunded obligations are discussed in note 3.5. In addition the following was also considered:
	•	It is assumed that all Continuation and Widow Members (CAWMs) will remain on the current benefit option and income band. For employed members, post-employment contributions were assumed to be equal to the average payable for the current CAWMs membership.
	•	It is assumed that not all employed members will remain employed until retirement therefore estimated resignation and ill-health retirement rates are also taken into account.
	•	It is assumed that 90% of employed members will be married at retirement or earlier death and that wives are four years younger than their husbands. It is assumed that the only dependents will be spouses.

F-48

	US dollar
Figures in million	2012			2011
Present value of unfunded obligations		22			25
Current employees		13			15
Retired employees		9			10
Movement in the liability recognised in the balance sheet
Balance at beginning of year		25			20
Contributions paid		(1	)		(1	)
Other expenses included in staff costs/current service cost		1			1
Interest cost		2			2
Net actuarial (gain)/loss recognised during the year		(1	)		—
Translation		(4	)		3
Balance at end of year		22			25
Reclassification as held for sale		—			—
		22			25

Net actuarial gains/losses are included in cost of sales in the income statement. The net actuarial loss recognised during the 2010 year was US$0.9 million, the 2009 year was US$nil, and the 2008 year was US$1.5 million.

	US dollar
Figures in million	2012		2011
The net liability of the defined benefit plan is as follows:
Present value of defined benefit obligation		22		25
Fair value of plan assets		—		—
Net retirement benefit obligation liability		22		25

The present value of the defined benefit obligation was US$20.1 million in 2010, US$19.7 million in 2009 and US$16.7 million in 2008.

The effect of a one percentage point increase and decrease in the assumed medical cost trend rates is as follows:

	US dollar
Figures in million	2012		2011
	1% Increase		1% Increase
Effect on:
Aggregate of service cost and interest cost		—		—
Defined benefit obligation		3		4
	1% Decrease		1% Decrease
Effect on:
Aggregate of service cost and interest cost		—		—
Defined benefit obligation		3		3

F-49

30 Other provisions

	US dollar
Figures in million	2012		2011
Other		4		1

Included in Other is a provision of US$3.2 million relating to the pumping and treatment costs of fissure water in the Klerksdorp, Orkney, Stilfontein and Hartbeesfontein (KOSH) Basin. This provision was raised following the High Court’s dismissal of Harmony’s application to have a directive issued by the Department of Water Affairs (DWAF) in November 2005 set aside, as it relates to the Orkney operations, which were sold in 2008. Harmony filed an application to appeal the judgement on 20 July 2012.

31 Borrowings

Pacific Premium Funding (Proprietary) Limited

During October 2010 and December 2010, Morobe Consolidated Goldfields (MCG) entered into a two US dollar loans with Pacific Premium Funding (Proprietary) Limited to finance insurance payments. The loans totalling US$3.6 million were repaid during May 2011, at an average interest rate of 3.55%.

Westpac Bank

In July 2007, MCG entered into US dollar finance lease agreements with Westpac Bank for the purchase of mining fleet to be used on the Hidden Valley project. There is no debt covenant clause in the agreements.

Nedbank Limited

On 11 December 2009, the company entered into a loan facility with Nedbank Limited, comprising a term facility of US$119.4 million and a revolving credit facility of US$79.6 million. The facility was utilised to fund the acquisition of the Pamodzi Free State assets as well as the group’s major capital projects and working capital requirements. Interest accrues on a day to day basis over the term of the loan at a variable interest.

On 30 November 2010, the company entered into a additional loan facility with Nedbank Limited, comprising of a term facility of US$70.1 million and a revolving credit facility of US$35.0 million. Interest terms are identical to the original facility. The repayment terms of the original revolving credit facility were amended to coincide with the repayment on the new facility.

Syndicated Revolving Credit Facility

On 11 August 2011, the company entered into a loan facility which was jointly arranged by Nedbank Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (syndicate), comprising of a US$300 million syndicated revolving credit facility. The facility is utilised to fund exploration projects in Hidden Valley and Wafi-Golpu. The facility attracts interest at LIBOR plus 260 basis points, which is payable quarterly.

Debt covenants

The debt covenant tests for the group for both the Nedbank Limited facilities and syndicated revolving credit facility are as follows:

• The group’s interest cover shall not be less than two (EBIT / Total interest).

• Current ratio shall not be less than one (Current assets / current liabilities).

• Cash flow from operating activities shall be above R100 million for the six months prior to the evaluation date.

• Total net debt shall not exceed R3 billion plus the Rand equivalent of US$300 million.

• Market capitalisation to facilities outstanding ratio shall not be less than six times.

The debt covenant tests are performed on a quarterly basis. No breaches of the covenants were identified during the tests in the 2012 financial year.

F-50

Terms and debt repayment schedule at 30 June 2012

	Interest charge	Repayment terms	Repayment date	Security
Westpac Bank (secured finance lease)	US – LIBOR plus 1.25%	Quarterly	30 June 2013	Mining fleet
Nedbank Limited (secured loan – term facility 1)	3 month JIBAR plus 3.5%, payable quarterly	Bi-annual equal instalments of R90 million (US$10.9 million)	31 December 2014	Cession and pledge of operating subsidiaries shares
Nedbank Limited (secured loan – term facility 2)	3 month JIBAR plus 3.5%, payable quarterly	Bi-annual equal instalments of R62.5 million (US$7.6 million)	31 December 2014	Cession and pledge of operating subsidiaries shares
Nedbank Limited (secured loan – revolving credit facility)	1 or 3 month JIBAR plus 3.5%, payable after interest interval	Repayable on maturity	30 November 2013	Cession and pledge of operating subsidiaries shares
Syndicated (secured loan – US$ revolving credit facility)	LIBOR plus 260 basis points, payable quarterly	Repayable on maturity	15 September 2015	Cession and pledge of operating subsidiaries shares and Joint venture interest

Interest-bearing borrowings

	US Dollar
Figures in million	2012			2011
Non-current borrowings
Westpac Bank (secured finance lease)		—			3
Balance at beginning of year		3			8
Repayments		(4	)		(4	)
Net adjustments to current portion		(1	)		—
Translation		2			(1	)
Nedbank Limited (secured loan – term facilities)		56			112
Balance at beginning of year		112			82
Draw down		—			73
Repayments		(37	)		(36	)
Issue cost		—			(1	)
Net adjustments to current portion		—			(22	)
Translation		(19	)		16
Nedbank Limited (secured loan – revolving credit facilities)		—			66
Balance at beginning of year		66			39
Draw down		58			57
Repayments		(106	)		(37	)
Issue costs		(2	)		—
Amortisation of issue costs		3			—
Translation		(19	)		7
Syndicated (secured loan – US$ revolving credit facility)		127			—
Balance at beginning of year		—			—
Draw down		130			—
Issue cost		(6	)		—
Amortisation of issue costs		1			—
Net adjustments to current portion		2			—
Total non-current borrowings		183			181

F-51

Current borrowings
Current portion of the finance lease from Westpac Bank	3		4
Current portion of the loans from Nedbank Limited	37		45
Current portion of the loans from syndicate	(2	)	—
Total current borrowings	38		49
Total interest-bearing borrowings	221		230
The future minimum lease payments for Wespac Bank finance leases are:
Due within one year	3		4
Due within one and two years	—		3
Due between two and five years	—		—
	3		7
Future finance charges	—		—
	3		7

	US Dollar
Figures in million	2012		2011
The maturity of borrowings is as follows:
Current		38		49
Between one to two years		36		48
Between two to five years		147		133
Over five years		—		—
		221		230
Undrawn committed borrowing facilities:
Expiring within one year		—		—
Expiring after one year		274		59
		274		59

	Effective rate
	2012			2011
Westpac Bank		1.6	%		2.0	%
Nedbank Limited		9.1	%		9.1	%
Syndicate		3.0	%		n/a

The level of the Harmony’s borrowing powers, as determined by its Articles of Association, shall not except with the consent of the Harmony’s general meeting, exceed R40 million or the aggregate from time to time of the issued and paid-up share capital of the company, together with the aggregate of the amounts standing to the credit of all distributable and non-distributable reserves (including minority interests in subsidiary companies and provisions for deferred taxation) and any share premium accounts of the company. In 2012, the borrowing powers were not exceeded.

F-52

32 Trade and other payables

	US dollar
Figures in million	2012			2011
Financial liabilities:
Trade payables		34			52
Other liabilities (a)		7			21
Non-financial liabilities:
Payroll accruals		42			50
Leave liabilities (b)		39			41
Shaft related accruals		69			46
Other accruals		24			41
Value added tax		6			7
		221			258
Reclassification to held for sale		(8	)		—
Total trade and other payables		213			258

(a) Other liabilities

Included in the balance for 2011 is an amount of US$15.2 million relating to the sale of assets agreement with Taung. Refer to note 15.

(b) Leave liability

Employee entitlements to annual leave are recognised on an ongoing basis. An accrual is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date. The movement in the liability recognised in the balance sheet is as follows:

	US dollar
Figures in million	2012			2011
Balance at beginning of year		41			34
Benefits paid		(39	)		(40	)
Total expense per income statement		44			43
Translation		(7	)		4
		39			41
Reclassification to held for sale		(2	)		—
Balance at end of year		37			41

F-53

33 Cash generated by operations

	US dollar
Figures in million	2012			2011			2010
All amounts disclosed include discontinued operations
Reconciliation of profit before taxation to cash generated by operations:
Profit before taxation		346			21			20
Adjustments for:
Amortisation and depreciation		256			254			181
(Reversal of impairment)/impairment of assets		(7	)		39			43
Share-based payments		12			19			20
Net decrease in provision for post-retirement benefits		(1	)		—			(3	)
Net (decrease)/increase in provision for environmental rehabilitation		(5	)		8			2
Profit on sale of property, plant and equipment		(36	)		(4	)		(14	)
Loss/(profit) from associates		—			7			(7	)
(Reversal of impairment)/impairment of investment in associate		(7	)		20			—
Impairment of investments		19			—			—
Net gain on financial instruments		(12	)		(20	)		(5	)
Gain on farm-in option		—			(38	)		—
(Profit)/loss on sale of investment in subsidiary		—			(7	)		3
Interest received		(13	)		(20	)		(25	)
Finance cost		39			41			30
Inventory adjustments		(3	)		48			(3	)
Other non-cash adjustments		5			(8	)		13
Effect of changes in operating working capital items
Receivables		(12	)		(15	)		(13	)
Inventories		(9	)		(20	)		(20	)
Payables		14			21			(8	)
Cash generated by operations		586			346			214

Additional cash flow information

(i) The income and mining taxes paid in the statement of cash flow represents actual cash paid less refunds received.

(ii) At 30 June 2012, US$273.6 million (2011: US$59.0 million) (2010:US$39.3 million) of borrowing facilities had not been drawn down and is therefore available for future operating activities and future capital commitments. Refer to note 37.

For the financial year ended 30 June 2012

(a) Acquisitions and disposal of investments/businesses

Disposal of investment in Rand Uranium

On 6 January 2012, the transaction with Gold One was concluded and the first payment of US$23.8 million was received. Further payments were made during April 2012 totalling US$11.0 million. These amounts were for the sale of the group’s 40% investment in Rand Uranium as well as for the outstanding balance of the subordinated shareholder’s loan. Refer to note 15.

Disposal of Evander 6 and Twistdraai

The conditions precedent for the sale of Evander 6 and Twistdraai were fulfilled and the transaction became effective on 30 May 2012. A total purchase consideration of US$33.2 million was received from Taung Gold Limited, including the deposit of US$15.2 million received in April 2011. Refer to note 15.

F-54

The aggregate fair values of assets and liabilities sold were:

	US dollar
Figures in millions	2012			2011		2010
Funds set aside for environmental rehabilitation		1			—		—
Environmental liability		(2	)		—		—
Profit on disposal		27			—		—
Trade and other payables		(15	)		15		—
Translation		4			—		—
Proceeds received in cash		15			15		—

(b) Principal non-cash transactions

Share-based payments (refer to note 35)

For the financial year ended 30 June 2011

(a) Acquisitions and disposal of investments/businesses

Disposal of Mount Magnet

On 20 July 2010, the conditions precedent for the sale of Mount Magnet were fulfilled and the transaction became effective. A total purchase consideration of US$31.6 million was received from Ramelius Resources Limited in exchange for the entire issued share capital of Mount Magnet. The entire purchase consideration was settled in cash. At the date of disposal, Mount Magnet had no cash and cash equivalent balances included in its net asset value. Also refer to note 15.

The aggregate fair values of assets and liabilities sold were:

	US dollar
Figures in millions	2012		2011			2010
Property, plant and equipment		—		27			—
Inventory		—		1			—
Rehabilitation liability		—		(16	)		—
Profit on disposal		—		18			—
Proceeds received in cash		—		30			—

(b) Principal non-cash transactions

Disposal of Freegold farm-in option (refer note 11).

Share-based payments (refer to note 35).

For the financial year ended 30 June 2010

(a) Acquisitions and disposal of investments/businesses

(i) Disposal of Big Bell Operations

On 10 January 2010 the group concluded the sale of Big Bell for a consideration of US$3.2 million.

F-55

The aggregate fair values of assets and liabilities sold were:

	US dollar
Figures in millions	2012		2011		2010
Property, plant and equipment		—		—		8
Rehabilitation liability		—		—		(6	)
Profit on disposal		—		—		1
Proceeds received in cash		—		—		3

(ii) Acquisition of Pamodzi FS assets

On 18 February 2010, the group concluded the acquisition of the Pamodzi FS assets for a total consideration of US$53 million, of which US$36 million is attributable to property, plant and equipment and US$16 million to inventories.

(b) Principal non-cash transactions

Issue of shares for the acquisition of 26% share of the mining titles on Doornkop South Reef from AVRD (refer to note 22).

Share-based payments (refer to note 35).

34 Employee benefits

	2012		2011
Number of permanent employees as at 30 June:
South African operations*		33,935		34,345
International operations**		1,905		1,476
Total number of permanent employees		35,840		35,821
	US dollar
Figures in million	2012		2011
Aggregate earnings
The aggregate earnings of employees including directors were:
Salaries and wages and other benefits		781		828
Retirement benefit costs		60		61
Medical aid contributions		22		18
Total aggregated earnings***		863		907

* 2 521 employees were attributable to the discontinued operations at 30 June 2012 (2011:2 576).

** The total number of employees in Australia, including the Brisbane office, at 30 June 2012 was 107 (2011: 127). The total for the international operations includes the joint venture employees.

*** These amounts have been included in production cost, corporate expenditure and capital expenditure.

During the 2012 year, US$7.9 million (2011: US$4.1 million) was included in the payroll cost for termination costs. Termination costs exclude the cost relating to the voluntary retrenchment process as well as retrenchment due to the shaft closures (refer to note 5).

35 Share option scheme

The group currently has the 2001, 2003 schemes and the 2006 share plan that are active. The objective of these schemes is to recognise the contributions of senior staff to the group’s financial position and performance and to retain key employees.

Options granted under the 2001 and 2003 schemes

A fifth of the options granted under the 2001 and 2003 schemes are exercisable annually from the grant date with an expiry date of 10 years from the grant date. The offer price of these options equalled the closing market price of the underlying shares on the trading date immediately preceding the granting of the options. The options are equity settled.

On resignation and retirement, share options which have not yet vested will lapse and share options which have vested may be taken up at the employee’s election before the last day of service. Payment of shares forfeited will therefore not be required. On death, all options vest immediately and the deceased estate has a period of twelve months to exercise these options.

F-56

Share-based payments are measured at the fair value of the equity instruments at the date of the grant. The cost is expensed over the vesting period, based on the group’s estimate of the options that are expected to eventually vest.

The only vesting conditions for the 2001 and 2003 schemes were that the employees should be in the employment of the group, on vesting date.

The volatility measured at the standard deviation of expected share price returns were based on statistical analysis of daily share prices over the last three years before grant date.

Following the introduction of the 2006 share plan, no further options were granted in the 2012 and 2011 year for the 2001 and 2003 option schemes, and all options are vested.

Number of share options relating to the 2001 and 2003 option schemes	2012		2011
Share options granted		28,442,420		28,442,420
Exercised		20,484,937		19,967,293
Vested but not exercised		829,559		1,347,203
Forfeited and lapsed		7,127,924		7,127,924

	2012					2011
Activity on share options granted but not yet exercised	Number of shares			Weighted average option price (SA rand)		Number of shares			Weighted average option price (SA rand)
For the year ended 30 June
Balance at beginning of year		1,347,203			50.12		2,264,585			48.47
Options exercised		(517,644	)		51.25		(833,406	)		45.29
Options forfeited and lapsed		—			—		(83,976	)		53.87
Balance at end of year		829,559			49.43		1,347,203			50.12

List of options granted but not yet exercised (listed by grant date)	At 30 June 2012		Option price (SA rand)		Remaining life (years)
27 March 2003		62,400		91.60		0.7
10 August 2004		197,928		66.15		2.1
26 April 2005		569,231		39.00		2.8
Total option granted but not yet exercised		829,559

	US dollar
Figures in million	2012		2011
Average market value of options traded during the year		7		5
Gain realised by participants on options traded during the year		3		5

The number of shares held by the Harmony Share Trust at year end amounted to nil (2011: 5 400). This trust is considered to be an SPE and is therefore consolidated in accordance with the group’s accounting policies.

Options granted under the 2006 share plan

The 2006 share plan consist of share appreciation rights (SARs), performance shares (PS) and restricted shares (RS). The SARs will vest in equal thirds in year three, four and five after grant date, subject to the performance conditions having been satisfied. The SARs have an expiry date of six years from the grant date and the offer price equals the closing market price of the underlying shares on the trading date immediately preceding the grant. The PS will vest after three years from the grant date, if and to the extent that the performance conditions have been satisfied. The RS will vest after three years from grant date if the participant is still employed within the group. The share plan is equity-settled.

The aggregate number of shares which may be allocated to the share plan on any day, when added to the total number of unexercised SARs, unvested performance shares, and restricted shares which have been allocated for PS, SAR’s and RS, and any other employee share scheme operating by the company, shall not exceed 14% of the number of issued ordinary shares of the company from time to time. On 30 June 2012, a total of 10 286 726 SARs, 6 909 829 PS and 518 528 RS had been allocated to participating employees.

F-57

Termination of employees’ participation in the share plan is based on “no fault” and “fault” definitions.

In the case of SARs, if employment is terminated for no fault reasons, then the value of the appreciation in all unvested and unexercised SARs is settled in shares or cash at the option of Harmony as at the date of termination of employment, after the deduction of any tax payable. The employer has no past practice of settling in cash.

In the case of PS, if employment is terminated for no fault reasons, then:

• First the maximum number conditionally awarded is pro-rated for the period from grand date until the termination date;

• Then this adjusted number is reduced to a third on the assumption that Harmony’s performance was a median one with one third vesting, after taking into account any portion of shares that have banked already (applicable from 2009 issue onwards);

• And then settled in shares sold on the market for cash, and paid to the participant after the deduction of any tax payable.

In the case of RS, if employment is terminated for no fault reasons, then accelerated vesting occurs and all unvested and unexercised RS and all unvested matching PS are settled.

In all three cases, if employment is terminated for fault reasons, all unvested and unexercised SARs and all PS and RS not yet vested are lapsed and cancelled.

Number of share options relating to	SARs				PS				RS
	2012		2011		2012		2011		2012		2011
Share options granted		10,286,726		9,208,502		6,909,829		5,707,308		518,528		355,528
Exercised		876,103		186,598		1,168,255		473,002		—		—
Vested but not exercised		1,142,581		651,628		—		—		—		—
Unvested		5,191,045		6,131,192		2,701,001		3,693,583		411,686		347,883
Forfeited and lapsed		3,076,997		2,239,084		3,040,573		1,540,723		106,842		7,645
Vesting periods of unvested shares
Within one year		1,523,173		1,240,764		518,004		1,818,716		—		—
One to two years		1,415,294		1,803,284		1,068,236		613,352		270,686		—
Two to three years		1,264,446		1,635,420		1,114,761		1,261,515		141,000		347,883
Three to four years		653,460		1,078,463		—		—		—		—
Four to five years		334,672		373,261		—		—		—		—
Total number of unvested shares		5,191,045		6,131,192		2,701,001		3,693,583		411,686		347,883

	SARs					PS			RS
Activity on options granted but not yet exercised	Number of shares			Weighted average option price (SA rand)		Number of shares			Number of shares
For the year ended 30 June 2012
Balance at beginning of year		6,782,820			79.66		3,693,583			347,883
Options granted		1,078,224			104.79		1,202,521			163,000
Options exercised		(689,505	)		76.72		(695,253	)		—
Options forfeited and lapsed		(837,913	)		81.61		(1,499,850	)		(99,197	)
Balance at end of year		6,333,626			83.91		2,701,001			411,686
For the year ended 30 June 2011
Balance at beginning of year		6,775,583			78.47		3,492,402			—
Options granted		1,216,480			84.81		1,345,370			355,528
Options exercised		(186,598	)		70.54		(473,002	)		—
Options forfeited and lapsed		(1,022,645	)		79.55		(671,187	)		(7,645	)
Balance at end of year		6,782,820			79.66		3,693,583			347,883

F-58

List of shares granted but not yet exercised (listed by grant date)	Number of shares		Option price (SA Rand)		Remaining life (years)
As at 30 June 2012
Share appreciation rights
15 November 2006		335,787		112.64		0.4
15 November 2007		956,945		70.54		1.4
07 March 2008		46,154		102.00		1.7
05 December 2008		1,201,402		77.81		2.4
16 November 2009		1,832,958		77.28		3.4
15 November 2010		956,364		84.81		4.4
15 November 2011		1,004,016		104.79		5.4
		6,333,626
Performance shares
16 November 2009		518,004		n/a		0.4
15 November 2010		1,068,236		n/a		1.4
15 November 2011		1,114,761		n/a		2.4
		2,701,001
Restricted shares
15 November 2010		270,686		n/a		1.4
15 November 2011		141,000		n/a		2.4
		411,686
Total option granted but not yet exercised		9,446,313

	US dollar
Figures in million	2012		2011
Gain realised by participants on options traded during the year		13		4
Fair value of share options vested during the year		15		5
Share-based cost recognised		12		19

The share-based cost is calculated using the Monte Carlo simulation on the market-linked PS, Black-Scholes on the SARs and spot share on grant date for the RS. The following assumptions were applied at grant date:

	SARs		Performance shares		Restricted shares
Price at date of grant (SA Rand per share)
15 November 2006 share allocation		112.64		n/a		n/a
15 November 2007 share allocation (valuation date 21 December 2007)		68.44		n/a		n/a
15 November 2007 share allocation (valuation date 21 April 2008)		92.25		n/a		n/a
07 March 2008 share allocation		102.00		n/a		n/a
05 December 2008 share allocation (valuation date 5 December 2008)		77.81		n/a		n/a
05 December 2008 share allocation (valuation date 16 February 2009)		116.90		n/a		n/a
16 November 2009 share allocation (valuation date 27 November 2009)		81.50		n/a		n/a
16 November 2009 share allocation (valuation date 23 December 2009)		75.60		n/a		n/a
16 November 2009 share allocation (valuation date 3 May 2010)		72.14		n/a		n/a
15 November 2010 share allocation (valuation date 15 November 2010)		83.98		n/a		n/a
15 November 2011 share allocation (valuation date 15 November 2011)		113.80		n/a		n/a

F-59

Risk-free interest rate:
15 November 2006 share allocation	8.79	%	9.58	%	n/a
15 November 2007 share allocation (valuation date 21 December 2007)	9.84	%	10.81	%	n/a
15 November 2007 share allocation (valuation date 21 April 2008)	10.68	%	11.71	%	n/a
07 March 2008 share allocation	10.44	%	11.04	%	n/a
05 December 2008 share allocation (valuation date 5 December 2008)	8.43	%	8.55	%	n/a
05 December 2008 share allocation (valuation date 16 February 2009)	8.30	%	8.18	%	n/a
16 November 2009 share allocation (valuation date 27 November 2009)	8.63	%	n/a		n/a
16 November 2009 share allocation (valuation date 23 December 2009)	8.57	%	n/a		n/a
16 November 2009 share allocation (valuation date 3 May 2010)	n/a		7.29	%	n/a
15 November 2010 share allocation (valuation date 15 November 2010)	6.70	%	6.14	%	n/a
15 November 2011 share allocation (valuation date 15 November 2011)	6.89	%	6.30	%	n/a
Expected volatility*:
15 November 2006 share allocation	26.37	%	34.71	%	n/a
15 November 2007 share allocation (valuation date 21 December 2007)	35.10	%	46.32	%	n/a
15 November 2007 share allocation (valuation date 21 April 2008)	41.72	%	49.52	%	n/a
07 March 2008 share allocation	54.50	%	50.49	%	n/a
05 December 2008 share allocation (valuation date 5 December 2008)	48.61	%	56.62	%	n/a
05 December 2008 share allocation (valuation date 16 February 2009)	49.03	%	70.86	%	n/a
16 November 2009 share allocation (valuation date 27 November 2009)	49.29	%	n/a		n/a
16 November 2009 share allocation (valuation date 23 December 2009)	49.21	%	n/a		n/a
16 November 2009 share allocation (valuation date 3 May 2010)	n/a		37.34	%	n/a
15 November 2010 share allocation (valuation date 15 November 2010)	31.16	%	31.16	%	n/a
15 November 2011 share allocation (valuation date 15 November 2011)	39.13	%	39.13	%	n/a
Expected dividend yield:
for all allocations	0.00	%	0.00	%	0.00	%
Vesting period (from grant date):
for all allocations	5 years		3 years		3 years

* The volatility is measured as an annualised standard deviation of historical share price returns, using an exponentially weighted moving average (EWMA) model, with a lambda of 0.99. The volatility is calculated on the grant date, and takes into account the previous three years of historical data.

Share-based costs are measured at the fair value of the equity instruments at the date of the grant as defined in IFRS 2. The grant date is the date of which the entity and counterparty have a shared understanding of the terms and conditions of the share-based payment arrangement. The cost is expensed over the vesting period, based on the group’s estimate of the options that are expected to eventually vest within the rules of IFRS2.

For 16 November 2009 issue

The performance criteria imposed by the board, and which must be satisfied before the settlement of any PS under this award, are as follows:

• 50% of the number shares awarded are to be linked to the annual gold production of the group in relation to the targets set annually.

• 50% of the number shares awarded are linked to the group’s total shareholder return (TSR) in comparison to the South African Gold Index.

The performance criteria imposed per the Harmony 2006 Share Plan which must be satisfied before the settlement of the SARs allocation is that the group’s headline earnings per share must have grown since the allocation date by more than the CPI.

For options granted on 16 November 2009, the following fair values were used as a basis to recognise share-based payment cost:

• For options measured on 27 November 2009, the value is R44.52 per share for SARs.

• For options measured on 23 December 2009, the value is R39.26 for SARs.

• For options measured on 3 May 2010, the value is R38.49 for PS.

F-60

For 15 November 2010 issue

The performance criteria imposed by the board, and which must be satisfied before the settlement of any PS under this award, are as follows:

• 50% (senior management)/70% (management) of the number shares awarded are to be linked to the annual gold production of the group in relation to the targets set annually.

• 50% (senior management)/30% (management) of the number shares awarded are linked to the group’s TSR in comparison to the South African Gold Index.

The performance criteria imposed per the Harmony 2006 Share Plan which must be satisfied before the settlement of the SARs allocation is that the group’s headline earnings per share must have grown since the allocation date by more than the CPI.

For options granted during the year, the following fair values were used as a basis to recognise share-based payment cost:

• For options measured on 15 November 2010, the value is R32.63 per share for SARs.

• For options measured on 15 November 2010, the value is R45.20 for PS.

• For options measured on 15 November 2010, the value is R83.98 for RS.

For 15 November 2011 issue

The performance criteria imposed by the board, and which must be satisfied before the settlement of any PS under this award, are as follows:

• 50% (senior management)/70% (management) of the number shares awarded are to be linked to the annual gold production of the group in relation to the targets set annually.

• 50% (senior management)/30% (management) of the number shares awarded are linked to the group’s TSR in comparison to the South African Gold Index.

The performance criteria imposed per the Harmony 2006 Share Plan which must be satisfied before the settlement of the SARs allocation is that the group’s headline earnings per share must have grown since the allocation date by more than the CPI.

For options granted during the year, the following fair values were used as a basis to recognise share-based payment cost:

• For options measured on 15 November 2011, the value is R53.92 per share for SARs.

• For options measured on 15 November 2011, the value is R72.71 for PS.

• For options measured on 15 November 2011, the value is R113.80 for RS.

36 Related parties

None of the directors or major shareholders of Harmony or, to the knowledge of Harmony, their families, had interest, direct or indirectly, in any transaction since 1 July 2009 or in any proposed transaction that has affected or will materially affect Harmony or its subsidiaries, other than as stated below.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the group, directly or indirectly, including any directors and executive management of the group.

Directors and executive management remuneration.

During 2012, the executive directors received remuneration of US$3.3 million, comprising of US$1.8 million for salaries, US$0.03 million for retirement contributions, US$0.4 million for bonuses and US$1.1 million from the exercising of share options. The non-executive directors received US$0.8 million in directors’ fees. The aggregate of remuneration received by executive management was US$6.4 million (including share options exercised).

During 2011, the executive directors received remuneration of US$2.9 million, comprising of US$1.5 million for salaries, US$0.03 million for retirement contributions, US$0.8 million for bonuses and US$0.5 million from the exercising of share options. The non-executive directors received US$0.8 million in directors’ fees. The aggregate of remuneration received by executive management was US$6.1 million (including share options exercised).

Andre Wilkens holds 101,303 shares in Harmony. Subsequent to year-end, Harmony shares were purchased by several of the directors:

Graham Briggs	14,347 shares
Frank Abbott	73,900 shares
Ken Dicks	12,500 shares

African Rainbow Minerals Limited (ARM) currently holds 14.7% of Harmony’s shares. Patrice Motsepe, Andre Wilkens, Joaquim Chissano and Frank Abbott are directors of ARM.

During the financial year ended 30 June 2012 Harmony sold its 40% interest in Rand Uranium. Refer to note 15.

F-61

During fiscal 2010 we concluded separate purchase agreements with the liquidators of Pamodzi FS for the purchase of its Free State assets and inventories. The consideration paid for the mining assets was US$36.6 million and US$16.0 million was paid for the inventories. Pamodzi FS was a subsidiary of Pamodzi, which is an associate of Harmony.

On March 19, 2010, Harmony Gold Mining Company Limited concluded an agreement with AVRD, for the purchase of its 26% share of the mining titles of the Doornkop South Reef. The 26% interest was transferred from AVRD to Harmony in exchange for Harmony repaying the AVRD Nedbank loan of US$33.4 million and the issue of 2,162,359 Harmony shares, valued at US$20.5 million.

Material transactions with associates and joint ventures:

	US dollar
Figures in million	2012		2011
Sales and services rendered to related parties
Associates		40		55
Joint ventures		2		1
		42		56
Purchases and services acquired from related parties
Associates		2		3
Outstanding balances due by related parties
Associates		2		22
Joint ventures		4		—
Outstanding balances due to related parties
Associates 1		2		3

¹  Retained from the consideration for the Pamodzi FS acquisition pending the transfer of rehabilitation trust funds.

Interest amounting to US$0.3 million was accrued on the subordinated loan to Rand Uranium during 2012 (2011: US$0.7 million). Refer to note 25 for detail on the items relating to the loans to associates and provisions raised against these loans.

37 Commitments and contingencies

(i) Commitments and guarantees

	US dollar
Figures in million	2012		2011
Capital expenditure commitments
Contracts for capital expenditure		39		22
Share of joint venture’s contract for capital expenditure		24		6
Authorised by the directors but not contracted for		275		222
Total capital commitments		338		250

This expenditure will be financed from existing resources and where appropriate, borrowings.

The group is contractually obliged to make the following payments in respect of operating leases, including for land and buildings, and for mineral tenement leases:

	US dollar
Figures in million	2012		2011
Within one year		12		8
Between one year and five years		6		8
Total commitments for operating leases		18		16

This includes US$16.5 million (2011: US$14.4 million) for the MMJV. For details on the group’s finance leases, refer to note 31.

F-62

	US dollar
Figures in million	2012		2011
Guarantees
Guarantees and suretyships		4		4
Environmental guarantees 1		47		55
		51		59

¹  At 30 June 2012, US$3.8 million (2011: US$3.8 million) has been pledged as collateral for environmental guarantees in favour of certain financial institutions. Refer to note 19.

(ii) Contingent liabilities

The following contingent liabilities have been identified:

(a) On 18 April 2008, Harmony Gold Mining Company Limited was made aware that it had been named as a defendant in a lawsuit filed in the U.S. District Court in the Southern District of New York on behalf of certain purchasers and sellers of Harmony’s American Depository Receipts (ADRs) and options with regard to certain of its business practices. Harmony retained legal counsel.

The company reached a mutually acceptable settlement with the plaintiff class and this settlement was found to be fair and reasonable and was approved by the United States District Court in November 2011. A single class member has filed an appeal of the District Court’s order approving the settlement. That appeal is currently pending in the United States Court of Appeals for the Second Circuit. The settlement amount has been paid into escrow by the company’s insurers and will be distributed to the plaintiffs once the appeal has been finalised.

(b) The Supreme Court of Appeal’s decision on Freegold’s appeal regarding the South African Revenue Service’s (SARS) application of mining tax ring-fencing was received on 1 October 2012 and the Court found in favour of SARS. The judgement on 1 October 2012, an adjusting post-balance sheet event, resulted in additional income taxes payable of US$12.1 million being recognised. This was offset by the impact of additional allowances on unredeemed capital which resulted in deferred tax credits of US$19.8 million.

(c) The case of Mr Thembekile Mankayi v AngloGold Ashanti Limited (AGA) regarding litigation in terms of the Occupational Diseases in Mines and Works Act (ODIMWA) was heard in the High Court of South Africa in June 2008, and an appeal heard in the Supreme Court of Appeals in 2010. In both instances judgement was awarded in favour of AGA. A further appeal that was lodged by Mr Mankayi was heard in the Constitutional Court in 2010. Judgement in the Constitutional Court was handed down on 3 March 2011. The judgement allows Mr Mankayi’s executor to proceed with the case in the High Court of South Africa. Should anyone bring similar claims against Harmony in future, those claimants would need to provide that silicosis was contracted while in the employment of the company and that it was contracted due to negligence on the company’s part. The link between the cause (negligence by the company while in its employ) and the effect (the silicosis) will be an essential part of any case.

On 23 August 2012, Harmony and all its subsidiaries have been served with court papers entailing an application by three of its former employees requesting the South Gauteng High Court to certify a class action. In essence, the applicants want the court to declare them as representing a class of people for purposes of instituting an action for relief and to obtain directions as to what procedure to follow in pursuing the relief required against Harmony. Harmony has subsequently retained legal counsel in this regard and on 5 September 2012, Harmony served and filed its notice of intention to oppose the application as it is of the view that the applicants cannot form part of a class as according to their own averments worked at different operations. At this stage and in the absence of a court decision on this matter it is uncertain as to whether the company will incur any costs related to silicosis claims in the near future. Due to the limited information available on any claims and potential claims and the uncertainty of the outcome of these claims, no estimation can be made for the possible obligation.

(d) On 1 December 2008, Harmony issued 3 364 675 Harmony shares to Rio Tinto Limited (Rio Tinto) for the purchase of Rio Tinto’s rights to the royalty agreement entered into prior to our acquisition of the Wafi deposits in PNG. The shares were valued atUS$23 million on the transaction date. An additional US$10 million in cash will be payable when the decision to mine is made. Of this amount, Harmony is responsible for paying the first US$6 million, with the balance of US$4 million being borne equally by the joint venture partners.

(e) The group may have a potential exposure to rehabilitate groundwater and radiation that may exist where the group has and/or continues to operate. The group has initiated analytical assessments to identify, quantify and mitigate impacts if and when (or as and where) they arise. Numerous scientific, technical and legal studies are underway to assist in determining the magnitude of the contamination and to find sustainable remediation solutions. The group has instituted processes to reduce future potential seepage and it has been demonstrated that Monitored Natural Attenuation (MNA) by the existing environment will contribute to improvement in some instances. The ultimate outcome of the matter cannot presently be determined and no provision for any liability that may result has been made in the financial statements. Should the group determine that any part of these contingencies require them being recorded and accounted for as liabilities, that is where they become estimable and probable it could have material impact on the financial statements of the group.

F-63

(f) Due to the interconnected nature of mining operations in South Africa, any proposed solution for potential flooding and potential decant risk posed by deep groundwater needs to be a combined one, supported by all the mines located in these goldfields. As a result, the Department of Mineral Resource and affected mining companies are involved in the development of a Regional Mine Closure Strategy. Harmony operations have conducted a number of specialist studies and the risk of surface decant due to rising groundwater levels have been obviated at Evander, the entire Free State region and Kalgold. Therefore there is no potential contingency arising from these operations. At Kusasalethu and Doornkop preliminary investigations suggest a possibility of a marginal decant at the end of life. Harmony will now undertake further studies through the regional fora and catchment management fora due to the interconnectedness in the basins. In view of the limitation of current information for the accurate estimation of a liability, no reliable estimate can be made for these operations.

(g) In terms of the sale agreements entered into with Rand Uranium, Harmony retained financial exposure relating to environmental disturbances and degradation caused by it before the effective date, in excess of US$9.1 million of potential claims. Rand Uranium is therefore liable of all claims up to US$9.1 million and retains legal liability. The likelihood of potential claims cannot be determined presently and no provision for any liability has been made in the financial statements.

38 Subsequent events

(a) On 13 August 2012 the board approved a payment of dividend of 50 SA cents per share for the year ended 30 June 2012. Payment of the dividend took place on 17 September 2012.

(b) Refer to note 37(ii)(c) for developments in the contingent liability for silicosis.

(c) The company issued 3.5 million shares to the Tlhakanelo Share Trust in August 2012 of which 3,409,150 shares has been allocated to participants. In terms of the awards all employees other than management received 100 Entitlement Shares and 200 Share Appreciation Rights (SARs). For employees with service in excess of 10 years the allocation was increased by 10 percent. Both the Entitlement Shares and SARs vest in five equal portions on each anniversary of the award. In addition these employees qualify for an additional cash bonus under the SARs in the event that the share price is less than R18 per share. The effect of the bonus puts the employees in the position they would have been in had the share price increased by R18 per share since issue date. As the awards were only made after year-end, no share-based cost is reflected in the 2012 financial year.

(d) Refer to note 37(ii)(b) for details on the post-balance sheet date event relating to the Freegold court case.

39 Segment report

The group has only one product, being gold. In order to determine operating and reportable segments, management reviewed various factors, including geographical location as well as managerial structure. It was determined that an operating segment consists of a shaft or a group of shafts managed by a single general manager and management team.

Previously Target was assessed as a single reportable segment because it had one general manager. In August 2012 a general manager was appointed for each of the Target 1 and Target 3 operations. The comparatives for the two shafts have been re-presented as a result.

The Virginia segment comprised of several shafts, which were placed on care and maintenance during 2010 and 2011, with the exception of Unisel. The comparative information includes the results of these shafts until October 2010, which was when Merriespruit 1 was placed on care and maintenance.

After applying the quantitative thresholds from IFRS 8, the reportable segments were determined as:

Bambanani, Doornkop, Joel, Kusasalethu, Masimong, Phakisa, Target 1, Target 3, Tshepong, Virginia, Hidden Valley and Evander (classified as held for sale and discontinued operation). All other operating segments have been grouped together under all other surface operations, under their classification as either continuing or discontinued.

When assessing profitability, the chief operating decision-maker (CODM) considers the revenue and production costs of each segment. The net of these amounts is the operating profit or loss. Therefore, operating profit has been disclosed in the segment report as the measure of profit or loss.

The CODM does not consider depreciation or impairment and therefore these amounts have not been disclosed in the segment report. However the CODM does consider capital expenditure which has been disclosed.

The CODM does not review the segment assets and therefore no disclosure is made in this regard.

A reconciliation of the segment totals to the group financial statements has been included in note 40.

F-64

39 Segment report

(US Dollar/Imperial)

	Revenue									Production cost									Production profit/(loss)							Capital expenditure 1						Ounces produced *						Tons milled *
	30 June									30 June									30 June							30 June						30 June						30 June
	2012			2011			2010			2012			2011			2010			2012			2011		2010		2012		2011		2010		2012		2011		2010		2012		2011		2010
	US$ million									US$ million									US$ million							US$ million						oz						t’000
Continuing operations
South Africa
Underground
Bambanani		71			132			147			77			118			98			(6	)		14		49		34		46		28		44,174		98,092		133,007		217		470		582
Doornkop		165			112			68			111			86			54			54			26		14		38		42		45		98,863		80,763		62,694		1,023		792		595
Joel		145			65			69			73			60			50			72			5		19		11		11		10		85,618		46,586		64,495		614		448		484
Kusasalethu		299			254			184			185			189			144			114			65		40		53		54		57		181,105		180,334		175,029		1,320		1,212		1,141
Masimong		174			190			168			109			108			93			65			82		75		27		26		23		103,526		137,605		155,609		1,029		957		991
Phakisa		137			79			50			103			68			43			34			11		7		39		53		64		81,695		56,649		44,079		575		427		374
Target 1		196			140			116			110			103			88			86			37		28		33		42		42		116,708		102,111		110,020		869		805		857
Target 3		61			14			—			55			14			—			6			—		—		12		21		9		36,106		25,881		3,762		348		83		—
Tshepong		286			287			241			164			168			151			122			119		90		37		39		35		169,980		207,950		216,986		1,359		1,481		1,674
Virginia		86			98			187			64			80			177			22			18		10		9		11		24		51,216		71,149		170,013		434		636		1,826
Surface
All other surface operations		183			148			111			115			121			79			68			27		32		20		21		11		108,412		107,962		102,978		10,281		11,181		9,754
Total South Africa		1,803			1,519			1,341			1,166			1,115			977			637			404		364		313		366		348		1,077,403		1,115,082		1,238,672		18,069		18,492		18,278
International
Hidden Valley		150			140			10			110			103			8			40			37		2		38		42		71		88,800		100,246		61,173		1,948		1,852		335
Other		—			—			—			—			—			—			—			—		—		40		—		—		—		—		—		—		—		—
Total international		150			140			10			110			103			8			40			37		2		78		42		71		88,800		100,246		61,173		1,948		1,852		335
Total continuing operations		1,953			1,659			1,351			1,276			1,218			985			677			441		366		391		408		419		1,166,203		1,215,328		1,299,845		20,017		20,344		18,613
Discontinued operations
Evander		181			122			138			99			95			118			82			27		20		23		28		23		108,317		87,900		128,700		704		916		1,192
Total discontinued operations		181			122			138			99			95			118			82			27		20		23		28		23		108,317		87,900		128,700		704		916		1,192
Total operations		2,134			1,781			1,489			1,375			1,313			1,103			759			468		386		414		436		442		1,274,520		1,303,228		1,428,545		20,721		21,260		19,805
Reconciliation of the segment information to the consolidated income statements (refer to note 15)		(181	)		(122	)		(138	)		(99	)		(95	)		(118	)
		1,953			1,659			1,351			1,276			1,218			985

¹  Excludes non-operational capital expenditure for 2011 relating to PNG of US$8 million and exploration capitilised of US$6 million.

* Production statistics are unaudited.

F-65

40 Reconciliation of segment information to consolidated income statements

	US Dollar
	2012			2011			2010
Revenue from:
Discontinued operations		181			122			138
Production costs from:
Discontinued operations		99			95			118
Reconciliation of production profit to consolidated profit before taxation and discontinued operations
Total segment revenue		2,134			1,781			1,489
Total segment production costs		(1,375	)		(1,313	)		(1,103	)
Production profit		759			468			386
Less discontinued operations		(82	)		(27	)		(20	)
		677			441			366
Cost of sales items other than production costs		(285	)		(315	)		(243	)
Amortisation and depreciation of mining assets		(242	)		(220	)		(160	)
Amortisation and depreciation of other than mining and mining related assets		(5	)		(10	)		(6	)
Rehabilitation credit/(expenditure)		2			(6	)		(1	)
Care and maintenance cost of restructured shafts		(11	)		(17	)		(7	)
Employment termination and restructuring costs		(10	)		(20	)		(12	)
Share-based payments		(11	)		(18	)		(17	)
Reversal of impairment/(impairment) of assets		7			(39	)		(34	)
Other		(15	)		15			(6	)
Gross profit		392			126			123
Corporate, administration and other expenditure		(45	)		(46	)		(44	)
Social investment expenditure		(9	)		(12	)		(11	)
Exploration expenditure		(64	)		(46	)		(27	)
Profit on sale of property, plant and equipment		8			4			14
Other expenses – net		(6	)		(3	)		(8	)
Operating profit		276			23			47
Loss from associate		—			(7	)		7
Reversal of impairment/(impairment) of investment in associate		7			(20	)		—
Impairment of investments		(19	)		—			—
Loss on sale of investment in subsidiary		—			—			(3	)
Net gain on financial instruments		11			18			5
Gain on farm-in option		—			38			—
Investment income		12			19			23
Finance costs		(37	)		(38	)		(30	)
Profit before taxation and discontinued operations		250			33			49

F-66

EX-2.1

Exhibit 2.1

Notice of annual general meeting

Harmony abridged integrated annual report 2012

Notice is hereby given that the annual general meeting of the company will be held on Wednesday, 28 November 2012 at 11h00 (SA time) at The Michelangelo Hotel, Nelson Mandela Square, West Street, Sandown, South Africa (see map on page 94, to conduct the business set out below and to consider and, if deemed fit, adopt, with or without modification, the ordinary and special resolutions set out in this notice.

In terms of section 59(1)(a) and (b) of the Companies Act 71 of 2008, the board of directors of the company (board) has set the record date for the purpose of determining which shareholders are entitled to:

(i) receive notice of the annual general meeting (being the date on which a shareholder must be registered in the company’s securities register in order to receive notice of the annual general meeting) as Friday, 19 October 2012; and

(ii) participate in and vote at the annual general meeting (being the date on which a shareholder must be registered in the company’s securities register in order to participate in and vote at the annual general meeting) as Friday, 23 November 2012.

Presentation of annual financial statements

The consolidated annual financial statements of the company and its subsidiaries, incorporating the reports of the auditors, the audit and risk committee and the directors for the year ended 30 June 2012 will be presented to the shareholders as required in terms of section 30(3)(d) of the Companies Act.

Resolutions for consideration and adoption

1. ORDINARY RESOLUTION NUMBER 1:

Re-election of director

“RESOLVED THAT Fikile De Buck, who retires by rotation at this annual general meeting in accordance with the company’s memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company.” (Fikile De Buck’s curriculum vitae appears on page 10 under the heading “Board of directors”.)

The percentage of voting rights required for Ordinary Resolution Number 1 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

2. ORDINARY RESOLUTION NUMBER 2:

Re-election of director

“RESOLVED THAT Simo Lushaba, who retires by rotation at this annual general meeting in accordance with the company’s memorandum of incorporation and who is eligible and available for re-election, be and is

hereby re-elected as a director of the company.” (Simo Lushaba’s curriculum vitae appears on page 11 under the heading “Board of directors”.)

The percentage of voting rights required for Ordinary Resolution Number 2 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

3. ORDINARY RESOLUTION NUMBER 3:

Re-election of director

“RESOLVED THAT Modise Motloba, who retires by rotation at this annual general meeting in accordance with the company’s memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company.” (Modise Motloba’s curriculum vitae appears on page 10 under the heading “Board of directors”.)

The percentage of voting rights required for Ordinary Resolution Number 3 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

4. ORDINARY RESOLUTION NUMBER 4:

Re-election of director

“RESOLVED THAT Patrice Motsepe, who retires by rotation at this annual general meeting in accordance with the company’s memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company.” (Patrice Motsepe’s curriculum vitae appears on page 10 under the heading “Board of directors”.)

The percentage of voting rights required for Ordinary Resolution Number 4 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

5. ORDINARY RESOLUTION NUMBER 5:

Election of audit committee member

“RESOLVED THAT Fikile De Buck be and is hereby elected as a member of the company’s audit committee.” (Fikile De Buck’s curriculum vitae appears on page 10 under the heading “Board of directors”.)

The percentage of voting rights required for Ordinary Resolution Number 5 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

86

Harmony abridged integrated annual report 2012

6. ORDINARY RESOLUTION NUMBER 6: Election of audit committee member

“RESOLVED THAT Simo Lushaba be and is hereby elected as a member of the company’s audit committee.” (Simo Lushaba’s curriculum vitae appears on page 11 under the heading “Board of directors”.)

The percentage of voting rights required for Ordinary Resolution Number 6 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

7. ORDINARY RESOLUTION NUMBER 7: Election of audit committee member

“RESOLVED THAT Modise Motloba be and is hereby elected as a member of the company’s audit committee.” (Modise Motloba’s curriculum vitae appears on page 10 under the heading “Board of directors”.)

The percentage of voting rights required for Ordinary Resolution Number 7 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

8. ORDINARY RESOLUTION NUMBER 8: Election of audit committee member

“RESOLVED THAT John Wetton be and is hereby elected as a member of the company’s audit committee.” (John Wetton’s curriculum vitae appears on page 12 under the heading “Board of directors”.)

The percentage of voting rights required for Ordinary Resolution Number 8 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

9. ORDINARY RESOLUTION NUMBER 9: Re-appointment of external auditors

“RESOLVED THAT PricewaterhouseCoopers Incorporated be and is hereby re-appointed as the external auditors of the company to hold office until conclusion of the next annual general meeting.”

The percentage of voting rights required for Ordinary Resolution Number 9 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

10. ORDINARY RESOLUTION NUMBER 10: Approval of remuneration policy

“RESOLVED, as a non-binding advisory vote that the remuneration policy of the company, as set out on pages 176 to 181 of the integrated annual report, be and is hereby approved.”

As this is not a matter that is required to be resolved or approved by shareholders, no minimum voting threshold is required. Nevertheless, for record purposes, the minimum percentage of voting rights required for Ordinary Resolution Number 10 to be adopted is more than 50% (fifty percent) of the voting rights exercised on the resolution.

11. ORDINARY RESOLUTION NUMBER 11: Authority to issue shares

“RESOLVED THAT the directors of the company be and are hereby authorised to allot and issue up to 21 578 212 authorised but unissued ordinary shares with a par value of R0.50 each in the share capital of the Company, being 5% of the total issued share capital of the Company as at 30 June 2012, at such time or times to such person or persons or bodies corporate upon such terms and conditions as the directors may from time to time in their sole discretion determine, subject to the provisions of the Companies Act and the Listings Requirements of the securities exchange licensed to and operated by the JSE Limited (JSE Listings Requirements.)”

The percentage of voting rights required for Ordinary Resolution Number 11 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution.

12. ORDINARY RESOLUTION NUMBER 12: Amendment of the Broad-Based Employee Share Ownership Plan (ESOP)

“RESOLVED THAT, in accordance with Schedule 14 of the JSE Listings Requirements, the trust deed of the Harmony Employees’ Share Trust, be and is hereby amended in accordance with the proposed amendments detailed in Annexure 1 to this notice.”

The percentage of voting rights required for Ordinary Resolution Number 12 to be adopted: more than 75% (seventy five percent) of the voting rights exercised on the resolution, excluding participants in the ESOP.

13. SPECIAL RESOLUTION NUMBER 1: Non- executive directors’ remuneration

“RESOLVED, as a special resolution in terms of section 66(9) of the Companies Act, that the company be and is hereby authorised to pay the following annual remuneration to its non-executive directors for their services as directors for a period of two years from the date of this annual general meeting or until such time as the non-executive directors’ remuneration is amended by way of special resolution of shareholders, whichever comes first:

87

Notice of annual general meeting continued

Harmony abridged integrated annual report 2012

																					Nomination
	Board						Deputy		Audit		Committee		Social & Ethics				Remuneration				Investment				Technical
	Chairman		Member		LID*		Chairman		Chairman		Member		Chairman		Member		Chairman		Member		Chairman		Member		Chairman		Member
Financial year	R’	000	R’	000	R’	000	R’	000	R’	000	R’	000	R’	000	R’	000	R’	000	R’	000	R’	000	R’	000	R’	000	R’	000
FY12**		825		178		265		350		196		98		152		76		155		77.5		134		67		152		76
2 years from AGM		888.5		192		285		377		211		105.5		167		83.5		167		83.5		167		83.5		167		83.5

* Lead independent director

** For information purposes

Ad hoc fees: R8 600 per ad hoc meeting/attendance to company business per day

The percentage of voting rights required for Special Resolution Number 1 to be adopted: at least 75% (seventy five percent) of the voting rights exercised on the resolution.

14. SPECIAL RESOLUTION NUMBER 2: Adoption of new memorandum of incorporation

“RESOLVED, as a special resolution, that the memorandum of incorporation in the form of the draft tabled at this annual general meeting and initialled by the company secretary for the purposes of identification, be and is hereby adopted in substitution for and to the exclusion of the company’s entire current memorandum of incorporation.” The percentage of voting rights required for Special Resolution Number 2 to be adopted: at least 75% (seventy five percent) of the voting rights exercised on the resolution.

The salient features of the memorandum of incorporation are set out in Annexure 2 on pages 93 to 94.

Electronic participation

Should any shareholder of the company wish to participate in the annual general meeting by way of electronic participation, that shareholder shall be obliged to make application in writing (including details as to how the shareholder or its representative can be contacted) to so participate, to the transfer secretaries at the applicable address set out below at least 5 (five) business days prior to the annual general meeting. Shareholders who wish to participate in the meeting by dialling in must note that they will not be able to vote electronically. Should such shareholders wish to have their votes counted at the meeting, they are welcome to cast their votes via representation at the meeting either by proxy or by letter of representation, as provided for in this notice of annual general meeting. The costs of accessing any means of electronic participation provided by the company will be borne by the shareholder so accessing the electronic participation. The company cannot be held liable for any loss, damage, penalty or claim arising in any way

from the use of the telecommunication facility whether or not as a result of any act or omission on the part of the Company or anyone else.

IDENTIFICATION, PROXIES AND VOTING

Shareholders are reminded that –

• a shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy (or more than one proxy) to attend, participate in and vote at the annual general meeting in the place of the shareholder, and shareholders are referred to the proxy form attached to this notice in this regard;

• a proxy need not also be a shareholder of the company; and

• in terms of section 63(1) of the Companies Act, any person attending or participating in a general meeting of shareholders must present reasonably satisfactory identification and the person presiding at the general meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder or as proxy for a shareholder) has been reasonably verified.

All beneficial owners whose shares have been dematerialised through a Central Securities Depository Participant (CSDP) or broker other than with “own name” registration, must provide the CSDP or broker with their voting instructions in terms of their custody agreement should they wish to vote at the annual general meeting. Alternatively, they may request the CSDP or broker to provide them with a letter of representation, in terms of their custody agreements, should they wish to attend the annual general meeting.

Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut off time stipulated therein, that you wish to attend the annual general meeting or send a proxy to represent you at the annual general meeting, your CSDP or broker will assume that you do not wish to attend the annual general meeting or send a proxy.

88

Harmony abridged integrated annual report 2012

Forms of proxy (which form may be found enclosed) must be dated and signed by the shareholder appointing a proxy and must be received at the offices of the transfer secretaries, Link Market Services South Africa (Proprietary) Limited or Capita Registrars by no later than 11h00 (SA time) on Monday, 26 November 2012. Before a proxy exercises any rights of a shareholder at the annual general meeting, such form of proxy must be so delivered.

In compliance with the provisions of section 58(8) (b)(i) of the Companies Act, a summary of the rights of a shareholder to be represented by proxy, as set out in section 58 of the Companies Act, is set out immediately below:

An ordinary shareholder entitled to attend and vote at the annual general meeting may appoint any individual (or two or more individuals) as a proxy or as proxies to attend, participate in and vote at the annual general meeting in the place of the shareholder. A proxy need not be a shareholder of the company.

A proxy appointment must be in writing, dated and signed by the shareholder appointing a proxy, and, subject to the rights of a shareholder to revoke such appointment (as set out below), remains valid only until the end of the annual general meeting.

A proxy may delegate the proxy’s authority to act on behalf of a shareholder to another person, subject to any restrictions set out in the instrument appointing the proxy.

The appointment of a proxy is suspended at any time and to the extent that the shareholder who appointed such proxy chooses to act directly and in person in the exercise of any rights as a shareholder.

The appointment of a proxy is revocable by the shareholder in question cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of (a) the date stated in the revocation instrument, if any; and (b) the date on which the revocation instrument is delivered to the company as required in the first sentence of this paragraph.

If the instrument appointing the proxy or proxies has been delivered to the company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the company’s memorandum of incorporation to be delivered by the company to the shareholder, must be delivered by the company to (a) the shareholder, or (b) the proxy or proxies, if the shareholder has (i) directed the company to do so in writing; and (ii) paid any reasonable fee charged by the company for doing so.

Attention is also drawn to the notes to the form of proxy.

The completion of a form of proxy does not preclude any shareholder from attending the annual general meeting.

On a show of hands every shareholder present in person or by proxy, and if a member is a body corporate, its representative, shall have one vote and on a poll every shareholder present in person or by proxy and, if the person is a body corporate, its representative, shall have one vote for every share held or represented by him/her.

By order of the board

Harmony Gold Mining Company Limited

R Bisschoff

Company secretary

Randfontein

25 October 2012

89

Annual general meeting – Explanatory notes

Harmony abridged integrated annual report 2012

Presentation of annual financial statements

At the annual general meeting, the directors must present the annual financial statements for the year ended 30 June 2012 to shareholders as required in terms of section 30(3)(d) of the Companies Act 71 of 2008, together with the reports of the directors, the audit and risk committee and the auditors. These are contained within the Integrated Annual Report.

Ordinary Resolutions Numbers 1 to 4 – Re-election of directors

In accordance with the company’s current memorandum of incorporation, one third of the directors are required to retire at each annual general meeting and may offer themselves for re-election.

The following directors are eligible for re-election and are available for re-election:

F De Buck

S Lushaba

M Motloba

P Motsepe

Ordinary Resolutions Numbers 5 to 8 – Election of audit committee

In terms of section 94(2) of the Companies Act, a public company must at each annual general meeting elect an audit committee comprising at least three members who are directors and who meet the criteria of section 94(4) of the Companies Act. Companies Regulation 42 to the Companies Act specifies that one third of the members of the audit committee must have appropriate academic qualifications or experience in the areas as listed in the regulation.

The board of the company is satisfied that the proposed members of the audit committee meet all relevant requirements.

Ordinary Resolution Number 9 – Re-appointment of external auditors

PricewaterhouseCoopers Incorporated has indicated its willingness to continue in office and Ordinary Resolution number 9 proposes the re-appointment of that firm as the company’s auditors with effect from 1 July 2012. Section 90(3) of the Companies Act requires the designated auditor to meet the criteria as set out in section 90(2) of the Companies Act.

The board of the company is satisfied that both PricewaterhouseCoopers Incorporated and the designated auditor meets all relevant requirements.

Ordinary Resolution Number 10 – Remuneration policy

The King Report on Corporate Governance for South Africa, 2009 (King III) recommends that the remuneration policy of the company be submitted to shareholders for consideration and for an advisory, non-binding vote to provide shareholders with an opportunity to indicate should they not be in support of the material provisions of the remuneration policy of the company.

Ordinary Resolution Number 11 – Authority to issue shares

In terms of the Companies Act, directors are authorised to issue the unissued shares of the company, unless otherwise provided in the company’s memorandum of incorporation or in instances as listed in section 41 of the Companies Act. In terms of articles 2 and 3 of the company’s current memorandum of incorporation (to be replaced by a new memorandum of incorporation at this

meeting), the directors are unable to issue shares without the approval of shareholders at a general meeting of shareholders. The board of the company confirms that there is no specific intention to issue any shares, other than as part of and in terms of the rules of the company’s share incentive schemes, as at the date of this notice.

Ordinary Resolution Number 12 – Amendment of the Broad-Based Employee Share Ownership Plan (ESOP)

The proposed amendments to the ESOP are more fully explained in Annexure 1 attached hereto.

Special Resolution Number 1 – Non-executive directors’ remuneration

In terms of section 66(8) and section 66(9) of the Companies Act, companies may pay remuneration to directors for their services as directors unless otherwise provided by the memorandum of incorporation and on approval of shareholders by way of a special resolution. Executive directors are not specifically remunerated for their services as directors but as employees of the company and as such, the resolution as included in this notice requests approval only for the remuneration paid to non-executive directors for their service as directors of the company. The proposed fees are recommended for approval for a period of two years from the date of this annual general meeting or until such time as the non-executive directors’ remuneration is amended by way of special resolution of shareholders, whichever comes first.

Special Resolution 2 – Adoption of new memorandum of incorporation

The Companies Act came into effect on 1 May 2011 (general effective date.) In terms of item 4(2)(a) of Schedule 5 to the Act, at any time within the two year period immediately following the general effective date, a pre-existing company (such as the company) may file, without charge, an amendment to its memorandum of incorporation to bring it in harmony with the Companies Act.

The memorandum of incorporation in the form of the draft tabled at this annual general meeting (new MOI) is an entirely new document and its adoption will result in the harmonisation of the company’s current memorandum of incorporation (current MOI) with the requirements of the Companies Act and the JSE Listings Requirements (particularly the new Schedule 10 thereof.)

The salient features of the new MOI are set out in Annexure 2 attached hereto. A copy of the complete new memorandum of incorporation may also be inspected at the company’s registered office, situated at cnr Main Reef Road and Ward Avenue, Randfontein, 1760 during normal business hours from 25 October 2012 to and including 27 November 2012. In addition, a copy thereof is available at www.harmony.co.za. Printed copies may be requested from the company secretary at corporate@harmony.co.za or P.O. Box 2, Randfontein, 1760 or telephone number: (+27)11 411 2019.

General

Shareholders and proxies attending the annual general meeting on behalf of shareholders are reminded that section 63(1) of the Companies Act requires that reasonably satisfactory identification be presented in order for such shareholder or proxy to be allowed to attend or participate in the meeting.

90

Annexure 1

Proposed amendments to the broad-based employee share ownership plan (“ESOP”)

Harmony abridged integrated annual report 2012

1 Salient terms of the ESOP

1.1 In order to enable shareholders to understand the proposed amendments to the ESOP, the relevant salient terms of the ESOP are set out below.

1.2 At the company’s annual general meeting held on 1 December 2010, shareholders approved the implementation of the ESOP via a trust called the Harmony Employees’ Share Trust (“Trust”.)

1.3 The ESOP is an equity settled share incentive and share appreciation right (“SAR”) scheme in terms of which –

1.3.1 a total of (i) 4 288 000 ordinary shares in the share capital of the company (“Scheme Shares”) at par value and (ii) 8 576 000 SARs have been offered to approximately 33 567 Harmony qualifying employees (“Qualifying Employees”) in the ratio of 1 Scheme Share : 2 SARs, subject to the terms and conditions of the deed of Trust (“Trust Deed”);

1.3.2 the Scheme Shares and SARs allocated to Qualifying Employees (“Participants”) will vest in equal tranches on each anniversary of the relevant allocation date;

1.3.3 upon vesting of Scheme Shares, the Participants will be entitled to take delivery of the vested Scheme Shares;

1.3.4 upon the vesting of SARs, the Participants will be entitled to receive a number of ordinary shares in the share capital of the Company (“Entitlement Shares”) and/or a cash bonus. The number of Entitlement Shares which a Participant will be entitled to receive will be determined by reference to the appreciation of the Share price between the offer date of the SARs (“Offer Date”) and the vesting date (“Vesting Date”), subject to a maximum appreciation value of R32. To the extent that the share price –

1.3.4.1 appreciates less than R18 between the Offer Date and the Vesting Date, the Participant will, in addition to receiving Shares, receive a cash bonus equal to the difference between R18 and the appreciation of each vested SAR;

1.3.4.2 depreciates between the Offer Date and the Vesting Date, the Participant will not be entitled to any Shares but will instead receive a cash bonus of R18 per vested SAR, collectively hereinafter referred to as the “Cash Bonus”;

1.3.5 prior to vesting, Participants are entitled to elect to either (i) receive their vested Scheme Shares and/or Entitlement Shares or (ii) have their vested Scheme Shares and/or Entitlement Shares sold on their behalf and to receive the proceeds of such sale (“Election”.)

2 Previous amendments to the Trust Deed

Subsequent to the approval of the Trust, the Trust Deed has been amended as follows:

2.1 At the annual general meeting held on 30 November 2011, shareholders approved amendments in order to provide for a guaranteed minimum cash pay-out to Participants in the event that the share price either depreciates between the Offer Date and the Vesting Date, or in the event that the Share price appreciation between the Offer Date and the Vesting Date is less than R18. In order to counter this minimum guaranteed benefit, the Share price appreciation was also capped at R32.

2.2 On 7 August 2012, the trustee of the Trust approved certain amendments in order to provide for –

2.2.1 flexibility in the number of Scheme Shares and SARs to be allocated pursuant to the first allocation in light of the fact that the number of Qualifying Employees fluctuates (this amendment did not change the total number of shares authorised by shareholders to be issued for purposes of ESOP or the total number of shares authorised by shareholders to be issued to a single Qualifying Employee);

2.2.2 the exact number of Scheme Shares and SARs to be allocated to Qualifying Employees to be specified in the Trust Deed in order to comply with the BEE Codes;

2.2.3 the rounding of fractional entitlements up or down to the nearest whole number;

2.2.4 the rounding up of Entitlement Shares to the nearest whole number in order to correct a patent error in the formula which calculates the number of Entitlement Shares to be delivered to a Participant;

2.2.5 the remittance of the average realisation price obtained pursuant to the sale of Scheme Shares and/ or Entitlement Shares sold on behalf of all the Participants who have made the Election to have their shares sold after vesting;

2.2.6 easier administration of the Trust and a shorter lifespan of the ESOP by eliminating the requirement for Participants to exercise their SARs after vesting so that, immediately upon vesting of SARs, Participants become entitled to settlement;

2.2.7 automatic vesting of SARs upon death or permanent disability of a Participant;

2.2.8 a deemed (default) Election to sell vested Scheme Shares and/or Entitlement Shares in the event that Participants fail or neglect to make their Election timeously;

91

Annexure 1 continued

Proposed amendments to the broad-based employee share ownership plan (“ESOP”)

Harmony abridged integrated annual report 2012

2.2.9 ability of trustees to, either deliver a distribution in specie to the Participants or, if it is impractical to do so, realise the distribution on behalf of the Participants;

2.2.10 the clarification of the position of Scheme Shares which are forfeited by Participants who are “bad leavers”; and

2.2.11 the correction of certain errors in the Trust Deed.

3 Rationale and proposed amendments to the ESOP

3.1 Vesting period

3.1.1 There have been several and substantial delays in implementing the Scheme. These delays stem from negotiations with the various labour unions as well as the implementation of amendments to the Trust Deed. Furthermore, although the ESOP was announced to employees on 15 March 2012, due to various delays outside of the control of the Company, the first allocation was only made on 31 August 2012 (“First Allocation”.)

3.1.2 In order to ensure that employees are not prejudiced by the aforesaid delays, the board hereby proposes that the Trust Deed be amended to provide that the vesting period in respect of Scheme Shares and SARs allocated in terms of the First Allocation be calculated with effect from 15 March 2012 rather than the anniversary of 31 August 2012 (the date on which the First Allocation was made.) This will give Participants the benefit of the time period which lapsed since the announcement of the ESOP and the date of the First Allocation.

3.1.3 Furthermore, the Trust Deed currently provides that in the event that allocations are made in between the anniversary of the First Allocation Date, the last tranche of that allocation may occur after the termination date of the ESOP (i.e. the fifth anniversary of the First Allocation date, being 31 August 2017.)

3.1.4 In order to ensure that the ESOP terminates on 31 August 2017, it is proposed that the Trust Deed be amended to provide that the last tranche of all allocations shall vest by no later than 31 August 2017.

3.2 Treatment of retired or retrenched Participants

3.2.1 In terms of the current Trust Deed, Scheme Shares and SARs of Participants who terminated their service due to retirement or retrenchment are not forfeited but remain subject to Vesting periods set out in Trust Deed. As a result, such Participants are required to wait out the Vesting Period before becoming entitled to receive their Scheme Shares and Entitlement Shares (and make the Election.) It is however often a difficult, timeous and costly exercise to locate these Participants after their employment has been terminated.

3.2.2 In order to eliminate the administrative burden of locating such Participants years after their employment has been terminated, the board hereby proposes that the Trust Deed be amended to provide that, upon termination of a Participant’s employment with the company due to his retirement or retrenchment, any unvested Scheme Shares and/or SARs held by him will be deemed to have immediately vested on the date on termination of his employment (“Termination Date”) and the Participant will be deemed to have elected to have all of his vested Scheme Shares and Entitlement Shares sold on his behalf and the trustees shall, within 30 (thirty) days of the Termination Date remit the (i) proceeds of the sale of the shares and (ii) the Cash Bonus (if any), to the Participant.

3.3 Treatment of deceased and disabled Participants

3.3.1 In respect of Participants who die or become seriously disabled or incapacitated, the Trust Deed presently provides for the Vesting of their unvested Scheme Shares and SARs to be accelerated to the Termination Date (date of death or when the Participant is declared seriously disabled/incapacitated.) Upon Vesting the Participant or the executor of the deceased estate or the heirs, as the case may be, are entitled to make an Election and the Scheme Shares and Entitlement Shares, or the proceeds of the sale, as the case may be, are delivered to the Participant, his heirs or the executor within 30 days of the Termination Date. The Trust will encounter an administrative burden in attempting to trace executors and/or heirs in order to obtain their instructions regarding the Election (and this may be further complicated by disputes between heirs.)

3.3.2 In order to avoid the aforesaid administrative burden, the board hereby proposes that the Trust Deed be amended to provide that, upon termination of a Participant’s employment with the company due to his death or permanent disability, any unvested Scheme Shares and/or SARs held by him will be deemed to have immediately vested on the Termination Date and the Participant will be deemed to have elected to have all of his vested Scheme Shares and Entitlement Shares sold on his behalf and the trustees shall, within 30 (thirty) days of the Termination Date remit the (i) proceeds of the sale of the shares and (ii) the Cash Bonus (if any), to the Participant or his heirs or the executor of his deceased estate, as the case may be.

3.4 The proposed amended Trust Deed will be available for inspection by shareholders from the date of this notice to the date of the Annual General Meeting, during normal business hours on business days at the company’s registered office.

92

Annexure 2

Memorandum of incorporation: Salient features

Harmony abridged integrated annual report 2012

The notice of the annual general meeting contained in the 2012 Integrated Annual Report includes a special resolution for the adoption of a new memorandum of incorporation for the company by shareholders.

1. The new memorandum of incorporation (revised MOI) which has been drafted for Harmony Gold Mining Company Limited (company) takes the form of an entirely new document in order to achieve a proper harmonisation of the company’s existing Memorandum and Articles of Association (current MOI) with the Companies Act, 2008 (Act) as well as to incorporate the new listing requirements prescribed by the JSE Limited (Listings Requirements.)

2. As a result, the revised MOI differs from the current MOI in so far as the Act differs from the Companies Act, 1973. Having said that, alterable provisions of the Act have been amended in the revised MOI to ensure that the same position which applies under the current MOI will continue to apply to the extent possible or appropriate. Generally, the shareholders of the company will remain in substantially the same position as is currently the case.

3. Some of the more pertinent provisions of the revised MOI are set out below –

3.1 Directors

3.1.1 The board of directors of the company must comprise at least 4 (four) directors.

3.1.2 There shall be no restriction on the maximum number of directors that may be appointed to the board of directors of the company unless otherwise determined by the shareholders at any time, and from time to time, by way of ordinary resolution.

3.1.3 Either the chairman or the deputy chairman of the board of directors of the company shall be entitled, with the written consent of the remaining directors on the board of directors of the company, to appoint any person as a director in terms of section 66(4)(a)(i) of the Act, provided that such appointment must be ratified by the shareholders at the next shareholders meeting following such appointment.

3.1.4 No provision is made in the revised MOI for the appointment of alternate directors.

3.2 Shareholder quorum requirements

The quorum for a shareholders’ meeting to begin, or for a matter to be considered, in terms of the revised MOI shall be at least 3 (three) shareholders entitled to attend and vote, present in person. In addition to the aforegoing –

3.2.1 a shareholders’ meeting may not begin until sufficient persons are present at the meeting to exercise, in aggregate, at least 25% of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting; and

3.2.2 a matter to be decided at a shareholders’ meeting may not begin to be considered unless sufficient persons are present at the meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of that matter at the time the matter is called on the agenda.

3.3 Solvency and liquidity test

3.3.1 The solvency and liquidity test is required to be applied by the directors of the company in certain circumstances. Failure to do so may result in the directors incurring personal liability.

3.3.2 In terms of section 4 of the Act, the solvency and liquidity test is only satisfied if the fair value of the company’s assets equal or exceed the fair value of its liabilities and it appears that the company will be able to satisfy its debts as and when they arise in the ordinary course of business over the 12 month period following the event which triggered the application of the test.

3.3.3 The solvency and liquidity test must be applied in various instances. Most notably, however, the solvency and liquidity test must be applied when the company acquires its own shares (clause 16 of the revised MOI), makes distributions (clause 34 of the revised MOI), offers a cash payment in lieu of awarding a capitalisation share (clause 13.3 of the revised MOI) and when providing financial assistance (clause 15 of the revised MOI read together with sections 44 and 45 of the Act.)

3.4 Financial assistance

When the company grants financial assistance (which is very broadly defined in section 45 of the Act and is a concept in addition to and distinct from financial assistance for the subscription or acquisition of shares in the company which still applies (section 44 of the Act)) the directors must be satisfied that the terms of the financial assistance, from the company’s perspective, are both fair and reasonable. Furthermore, the financial assistance must be sanctioned by way of a special resolution.

3.5 Acquiring own shares

The directors may determine that the company is to acquire a number of its own shares, but such a determination:

93

Annexure 2 continued

Memorandum of incorporation: Salient features

Harmony abridged integrated annual report 2012

3.5.1 must be approved by a special resolution of the shareholders if any of the shares are to be acquired by the company from a director or prescribed officer of the company, or a person related to a director or prescribed officer of the company; and

3.5.2 is subject to the requirements of sections 114 and 115 of the Act (which imposes additional requirements which would ordinarily only apply to certain fundamental transactions) if considered alone, or together with other transactions in an integrated series of transactions, it involves the acquisition by the company of more than 5% of the issued shares of any particular class of the company’s shares.

3.6 Record date

The record date, for purposes of determining which shareholders shall enjoy the rights attaching to their respective shares, shall be determined by the directors of the company, provided that such record date shall not be retrospective and shall not be more than 10 days before the date on which the applicable corporate action is scheduled to take place (clause 17 of the revised MOI read in conjunction with the Listings Requirements.)

3.7 Notice

Any notice given by the company must be given by way of one of the prescribed means which are set out in Table CR3, annexed to the regulations published in terms of the Act (clause 37 of the revised MOI.) Practically, the effect is that notice can only be delivered by way of registered post unless the company successfully applies for an order of substituted service or obtains an exemption from the Companies Tribunal in this regard (i.e. to serve by ordinary post.)

4. Please be aware of the fact that this note only contains a high-level summary of certain of the provisions of the revised MOI, and should only be referred to in conjunction with a review of the revised MOI.

Map to The Michelangelo Hotel, Nelson Mandela Square, West Street, Sandown

94

Form of proxy

Harmony abridged integrated annual report 2012

Incorporated in the Republic of South Africa

Registration number: 1950/038232/06

(Harmony or Company)

JSE Share code: HAR

NYSE Share code: HMY

ISIN Code: ZAE 000015228

TO BE COMPLETED BY CERTIFICATED SHAREHOLDERS AND DEMATERIALISED SHAREHOLDERS WITH “OWN NAME” REGISTRATION ONLY

For completion by registered members of Harmony who are unable to attend the annual general meeting of the company to be held at The Michelangelo Hotel, Nelson Mandela Square, West Street, Sandown, South Africa (see map on page 94), on Wednesday, 28 November 2012 at 11h00 (SA time) or at any adjournment thereof.

I/We

of address ) 

being the holder/s of shares in the company, do hereby appoint:

1 or, failing him/her

2 or, failing him/her

the chairman of the annual general meeting, as my/our proxy to attend, speak and, on a poll, vote on my/our behalf at the abovementioned annual general meeting of members or at any adjournment thereof, and to vote or abstain from voting as follows on the ordinary and special resolutions to be proposed at such meeting:

	For	Against	Abstain
1. Ordinary Resolution 1:To re-elect Fikile De Buck as a director
2. Ordinary resolution 2: To re-elect Simo Lushaba as a director
3. Ordinary resolution 3: To re-elect Modise Motloba as a director
4. Ordinary resolution 4: To re-elect Patrice Motsepe as a director
5. Ordinary resolution 5: To elect Fikile De Buck as a member of the audit committee
6. Ordinary resolution 6: To elect Simo Lushaba as a member of the audit committee
7. Ordinary resolution 7: To elect Modise Motloba as a member of the audit committee
8. Ordinary resolution 8: To elect John Wetton as a member of the audit committee
9. Ordinary Resolution 9: To re-appoint the external auditors
10. Ordinary Resolution 10: To approve the remuneration policy
11. Ordinary Resolution 11: To authorise the issue of shares
12. Ordinary Resolution 12: To amend the Broad-Based Employee Share Ownership Plan
13. Special Resolution 1: To approve non-executive directors’ remuneration
14. Special Resolution 2: To adopt a new memorandum of incorporation

Please indicate with an “X” in the appropriate spaces provided above how you wish your vote to be cast. If no indication is given, the proxy may vote or abstain as he/she sees fit.

Signed at                                                       this                              day of                      2012

Signature

Assisted by me, where applicable (name and signature)

Completed forms of proxy must be lodged with:

1. Link Market Services South Africa (Pty) Limited by no later than 11:00 on Monday, 26 November 2012; or

2. Capita Registrars, the Registry, 39 Beckenham Road, Beckenham, Kent, BR3 4TU, England by no later than 11h00 (SA time) on Monday, 26 November 2012

Please read the notes and instructions on the reverse side hereof.

95

Notes

Harmony abridged integrated annual report 2012

1. A form of proxy is only to be completed by those ordinary shareholders who are:

1.1 registered holders of ordinary shares in certificated form; or

1.2 holders of dematerialised shares of the company in their own name.

2. If you have already dematerialised your ordinary shares through a Central Securities Depository Participant (CSDP) or broker and wish to attend the annual general meeting, you must request your CSDP or broker to provide you with a Letter of Representation or you must instruct your CSDP or broker to vote by proxy on your behalf in terms of the agreement entered into between yourself and your CSDP or broker.

3. A member may insert the name of a proxy or the names of two alternative proxies of the member’s choice in the space. The person whose name stands first on the form of proxy and who is present at the annual general meeting of shareholders will be entitled to act to the exclusion of those whose names follow.

4. On a show of hands a member of the company present in person or by proxy shall have one (1) vote irrespective of the number of shares he/she holds or represents, provided that a proxy shall, irrespective of the number of members he/she represents, have only one (1) vote. On a poll a member who is present in person or represented by proxy shall be entitled to that proportion of the total votes in the Company, which the aggregate amount of the nominal value of the shares held by him/her bears to the aggregate amount of the nominal value of all the shares issued by the company.

5. A member’s instructions to the proxy must be indicated by the insertion of the relevant numbers of votes exercisable by the member in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the annual general meeting as he/she deems fit in respect of all the member’s votes exercisable thereat. A member or the proxy is not obliged to use all the votes exercisable by the member or by the proxy, but the total of the votes cast and in respect of which abstention is recorded may not exceed the total of the votes exercisable by the member or by the proxy.

6. Forms of proxy (as enclosed) must be dated and signed by the shareholder appointing a proxy and must be received at the offices of the transfer secretaries, Link Market Services South Africa (Proprietary) Limited, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000, Fax number: 086 674 4381) or Capita Registrars, the Registry, 39 Beckenham Road, Beckenham, Kent, BR3 4TU, England, by no later than 11:00 (SA time) on Monday, 26 November 2011.

Before a proxy exercises any rights of a shareholder at the special general meeting, such form of proxy must be so delivered.

7. The completion and lodging of this form of proxy will not preclude the relevant member from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof.

8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity or other legal capacity must be attached to this form of proxy, unless previously recorded by the transfer secretaries or waived by the chairman of the annual general meeting.

9. The completion of blank spaces overleaf need not be initialled. Any alteration or correction made to this form of proxy must be initialled by the signatory/ies.

10. Notwithstanding the aforegoing, the chairman of the annual general meeting may waive any formalities that would otherwise be a prerequisite for a valid proxy.

11. If any shares are jointly held, all joint members must sign this form of proxy. If more than one of those members is present at the annual general meeting either in person or by proxy, the person whose name appears first in the register shall be entitled to vote.

96

EX-4.21

Exhibit 4.21

EXECUTION  

3 September 2010

MINING RIGHT ABANDONMENT AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

TABLE OF CONTENTS

1	PARTIES	1
2	INTERPRETATION	1
3	INTRODUCTION	7
4	CONDITIONS PRECEDENT	7
5	ESCROW AMOUNT	10
6	PAYMENT OF THE CONSIDERATION	13
7	LODGEMENT OF DEEDS	13
8	FLOODING	15
9	ACCESS TO INFORMATION	16
10	DRILLING OPERATIONS	16
11	INTEREST	18
12	GENERAL WARRANTIES	18
13	PUBLICITY	19
14	BREACH	20
15	DISPUTE RESOLUTION	20
16	NOTICES AND DOMICILIA	21
17	BENEFIT OF THE AGREEMENT	22
18	APPLICABLE LAW AND JURISDICTION	23
19	GENERAL	23
20	COSTS	25
21	SIGNATURE	25

ANNEXURES

ANNEXURE “1” : DEED OF ABANDONMENT

ANNEXURE “2” : DEED OF AMENDMENT OF MINING RIGHT

ANNEXURE “3” : DEED OF AMENDMENT OF PROSPECTING RIGHT

ANNEXURE “4” : PLAN OF MERRIESPRUIT SOUTH AREA

ANNEXURE “5” : MINING RIGHT

ANNEXURE “6” : PLAN OF MINING RIGHT AREA

ANNEXURE “7” : SECTION 102 APPLICATION

1 PARTIES

1.1 The Parties to this Agreement are –

1.1.1 Harmony Gold Mining Company Limited; and

1.1.2 Witwatersrand Consolidated Gold Resources Limited.

1.2 The Parties agree as set out below.

2 INTERPRETATION

2.1 In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

2.1.1 “Abandonment” means the abandonment by Harmony of that portion of the Mining Right pertaining to the Merriespruit South Area in terms of section 56(f) of the MPRDA;

2.1.2 “AFSA” means the Arbitration Foundation of Southern Africa;

2.1.3 “Agreement” means the agreement contained in this document, including all annexures hereto;

2.1.4 “Balance of the Consideration” means the Consideration less the Escrow Amount;

2.1.5 “Conditions Precedent” means the conditions precedent set out in clause 4;

2.1.6 “Consent” means the consent of the Minister under and pursuant to the grant of the Section 102 Application to add the Merriespruit South Area to the Wits Gold Prospecting Right;

2.1.7 “Consideration” means an amount equal to R61,000,000 (sixty one million rand) exclusive of VAT thereon;

2.1.8 “Deeds of Amendment” means the –

2.1.8.1 Deed of Mining Right Amendment; and

2.1.8.2 Deed of Prospecting Right Amendment;

1

2.1.9 “Deed of Abandonment” means a notarial deed of abandonment, giving effect to the Abandonment, substantially in the form of the draft attached hereto as annexure “1”, or such other form as may be agreed between the Parties;

2.1.10 “Deed of Mining Right Amendment” means a notarial deed of amendment giving effect to the Mining Right Amendment, substantially in the form of the draft attached hereto as annexure “2”, or such other form as may be agreed between the Parties;

2.1.11 “Deed of Prospecting Right Amendment” means a notarial deed of amendment giving effect to the Prospecting Right Amendment, substantially in the form of the draft attached hereto as annexure “3”, or such other form as may be agreed between the Parties;

2.1.12 “DMR” means the Department of Mineral Resources, formerly the Department of Minerals and Energy;

2.1.13 “Drilling Operations” means the drilling operations to be conducted by Wits Gold in, on or under the Merriespruit South Area which are necessary to enable Wits Gold to update its geological model in respect of the Merriespruit South Area;

2.1.14 “Effective Date” means the day on which the last in time of the Conditions Precedent to be fulfilled or waived, is fulfilled or waived, as the case may be;

2.1.15 “Escrow Amount” means an amount equal to R10,000,000 (ten million rand);

2.1.16 “Escrow Agent” means Cliffe Dekker Hofmeyr Incorporated, registration number 2008/018923/21, a firm of attorneys duly incorporated as a private company in the Republic of South Africa;

2.1.17 “Escrow Account” means the following account of the Escrow Agent –

Name of Account:	Cliffe Dekker Hofmeyr Inc Trust Account
Bank:	Nedbank
Branch:	100 Main Street, Johannesburg
Branch Code:	197905
Account Number:	1979312176

2.1.18 “Freegold” means ARMGold/Harmony Freegold Joint Venture Company (Proprietary) Limited, registration number 2001/029602/07, a limited liability

2

private company duly incorporated in the Republic of South Africa;

2.1.19 “Harmony” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.1.20 “Harmony 3 Shaft Operations” means the current mining operations conducted by Harmony in, on and under the Mining Right Area;

2.1.21 “Harmony’s Designated Account” means the bank account nominated by Harmony, the details of which are set out below, or such other account as Harmony may designate in writing on 5 (five) business days notice to Wits Gold and the Escrow Agent –

Name of Account:	Harmony Gold Mining Company Current Account
Bank:	Nedbank
Branch:	Corporate Client Services
Branch Code:	145405
Account Number:	1454115866

2.1.22 “JSE” means JSE Limited, registration number 2005/022939/06, a limited liability public company duly incorporated in the Republic of South Africa and licensed as an exchange under the Securities Services Act, 2001;

2.1.23 “Listings Requirements” means the Listings Requirements of the JSE;

2.1.24 “Merriespruit South Area” means that portion of the Mining Right Area hatched in red on the plan annexed hereto marked annexure “4” and having the co-ordinates ABCDEFGHJKM as reflected on annexure “4”;

2.1.25 “Mining Titles Office” means the Mining Titles Office contemplated in section 2 of the Mining Titles Registration Act, 1967;

2.1.26 “Mining Right” means the mining right granted to Harmony in terms of Item 7 of Schedule II to the MPRDA, read with section 23(1) of the MPRDA, entitling Harmony to mine for gold ore in, on and under the Mining Right Area executed on 11 December 2007, a copy of which is attached hereto as annexure “5”;

2.1.27 “Mining Right Area” means the area shaded in green on the plan attached hereto marked annexure “6”, which area includes the Merriespruit South Area;

2.1.28 “Mining Right Amendment” means the amendment of the Mining Right by

3

the deletion therefrom of the Merriespruit South Area;

2.1.29 “Minister” means the Minister of Mineral Resources, and includes any person to whom the Minister has delegated powers and functions in terms of section 103 of the MPRDA;

2.1.30 “MPRDA” means the Mineral and Petroleum Resources Development Act, 2002;

2.1.31 “Option Cancellation Agreement” means the option cancellation agreement entered into, or to be entered into, amongst Wits Gold, Freegold and Harmony, in terms of which Freegold cancels an option granted to it by Wits Gold;

2.1.32 “Parties” means the parties to this Agreement;

2.1.33 “Prime Rate” means the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365 (three hundred and sixty five) day year irrespective of whether or not the year is a leap year, from time to time published by Nedbank Limited as being its prime overdraft rate, as certified by any representative of that bank whose appointment and designation it shall not be necessary to prove;

2.1.34 “Prospecting Right Amendment” means the amendment of the Wits Gold Prospecting Right by the addition thereto of the Merriespruit South Area;

2.1.35 “Section 102 Application” means an application by Wits Gold to the Minister in terms of section 102 of the MPRDA to add the Merriespruit South Area to the Wits Gold Prospecting Right, substantially in the form of the draft attached hereto as annexure “7”, or such other form as may be agreed between the Parties;

2.1.36 “Signature Date” means the date of signature of this Agreement by the Party last in time signing;

2.1.37 “VAT” means value-added tax as levied from time to time in terms of the Value-Added Tax Act, 1991;

2.1.38 “Wits Gold” means Witwatersrand Consolidated Gold Resources Limited, registration number 2002/031365/06, a limited liability public company duly incorporated in the Republic of South Africa (formerly Witwatersrand Consolidated Gold Resources (Proprietary) Limited;

4

2.1.39 “Wits Gold’s Designated Account” means the bank account nominated by Wits Gold, the details of which are set out below, or such other account as Wits Gold may designate in writing on 5 (five) business days notice to Harmony and the Escrow Agent –

Name of Account:	Witwatersrand Consolidated Gold Resources Limited
Bank:	ABSA Bank Limited
Branch:	Fourways
Branch Code:	632905
Account Number:	4063800562

2.1.40 “Wits Gold Prospecting Right” means the prospecting right FS30/5/1/1/2/76PR granted to Wits Gold in terms of section 17(1) of the MPRDA, registered in the Mining Titles Office under number MPTNO99/2006 (PR).

2.2 In this Agreement –

2.2.1 clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

2.2.2 an expression which denotes –

2.2.2.1 any gender includes the other genders;

2.2.2.2 a natural person includes a juristic person and vice versa;

2.2.2.3 the singular includes the plural and vice versa; and

2.2.2.4 a Party includes a reference to that Party’s successors in title and assigns allowed at law.

2.3 Any reference in this Agreement to –

2.3.1 “business hours” shall be construed as being the hours between 08h30 and 17hOO on any business day. Any reference to time shall be based upon South African Standard Time;

2.3.2 “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;

5

2.3.3 “law” means any law of general application and includes the common law and any statute, constitution, decree, treaty, regulation, directive, ordinance, by- law, order or any other enactment of legislative measure of government (including local and provincial government) statutory or regulatory body which has the force of law;

2.3.4 “person” means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality; and

2.3.5 “writing” means legible writing and in English,

2.4 The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

2.5 Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 2 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.

2.6 Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

2.7 Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

2.8 A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

2.9 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

2.10 If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately preceding business day.

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2.11 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

2.12 The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

2.13 No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.

2.14 The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if either of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

2.15 Any reference in this Agreement to “this Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.

2.16 In this Agreement the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Agreement.

3 INTRODUCTION

3.1 Harmony is the holder of the Mining Right over the Mining Right Area.

3.2 Harmony has agreed to abandon that portion of the Mining Right Area referred to as the Merriespruit South Area, subject to the granting of the Section 102 Application by the Minister.

3.3 The Parties wish to record in writing their agreement in respect of the above and matters ancillary thereto.

4 CONDITIONS PRECEDENT

4.1 Save for clauses 1 to 5, and clauses 10,11 and 13 to 22 all of which will become effective immediately, this Agreement is subject to the fulfilment of the Conditions Precedent that –

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4.1.1 the Option Cancellation Agreement shall have been entered into contemporaneously with this Agreement;

4.1.2 by not later than 17h00 on 13 September 2010, Wits Gold shall have received a certified copy of resolutions of the board of directors of Harmony –

4.1.2.1 approving and, where applicable, ratifying the entering into of this Agreement;

4.1.2.2 authorising a specified person or persons to execute this Agreement and, where applicable, ratifying the execution of this Agreement by such specified person or persons;

4.1.2.3 authorising a specified person or persons to execute the Deed of Mining Right Amendment and the Deed of Abandonment; and

4.1.2.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement;

4.1.3 by not later than 17h00 on 13 September 2010, Harmony shall have received a certified copy of resolutions of the board of directors of Wits Gold –

4.1.3.1 approving and, where applicable, ratifying the entering into of this Agreement;

4.1.3.2 authorising a specified person or persons to execute this Agreement and, where applicable, ratifying the execution of this Agreement by such specified person or persons;

4.1.3.3 authorising a specified person or persons to execute the Deed of Prospecting Right Amendment; and

4.1.3.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement;

4.1.4 by not later than 13 September 2010, the Section 102 Application has been signed on behalf of Wits Gold and submitted to the DMR with an unsigned Deed of Abandonment and unsigned Deeds of Amendment;

4.1.5 by not later than 17h00 on 5 November 2010, the Option Cancellation

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Agreement has become unconditional in accordance with its terms and has been fully implemented;

4.1.6 by not later than 31 May 2011, Wits Gold has obtained funding in an amount of at least R61,000,000 (sixty one million rand) for the purpose of paying Harmony the Consideration;

4.1.7 within 3 (three) business days following the later of the fulfilment or waiver, as the case may be, of the Condition Precedent contained in clause 4.1.6 and the fulfilment of the Condition Precedent contained in clause 4.1.8, Wits Gold has paid the Balance of the Consideration plus VAT on the full Consideration into the Escrow Account;

4.1.8 by not later than 17h00 on 31 October 2011, the Consent has been granted by the Minister, either unconditionally or subject to such further conditions as have been approved in writing between the Parties;

4.1.9 by not later than 10 (ten) business days following the fulfilment, or where applicable, the waiver of the last of the Conditions Precedent, the representatives of the Parties and the Escrow Agent shall have met at the offices of the regional manager of the DMR: Welkom, at which meeting –

4.1.9.1 Harmony shall procure that the Deed of Abandonment is executed; and immediately thereafter

4.1.9.2 Harmony and Wits Gold shall procure that the Deed of Mining Right Amendment and the Deed of Prospecting Right Amendment respectively are executed.

4.2 Harmony shall use commercially reasonable endeavours to procure the fulfilment of the Condition Precedent contained in clause 4.1.2 as soon as reasonably possible and in any case prior to the expiry of the relevant time periods set out in those clauses and furnish to the other Party documents evidencing the fulfilment of such Conditions Precedent.

4.3 Wits Gold shall use commercially reasonable endeavours to procure the fulfilment of the Conditions Precedent contained in clauses 4.1.3,4.1.4, 4.1.6 and 4.1,7 as soon as reasonably and in any case prior to the expiry of the relevant time periods set out in those clauses and furnish to the other Party documents evidencing the fulfilment of such Conditions Precedent.

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4.4 The Parties shall use commercially reasonable endeavours and the Parties will co-operate in good faith to procure the fulfilment of the Conditions Precedent contained in clauses 4.1.1, 4.1.5, 4,1.8 and 4.1.9 as soon as reasonably and in any case prior to the expiry of the relevant time periods set out in those clauses.

4.5 The Conditions Precedent set out in –

4.5.1 clauses 4.1.2 and 4.1.6 have been inserted for the benefit of Wits Gold which will be entitled to waive fulfilment of any of the said Conditions Precedent, in whole or in part, on written notice to the other Party prior to the expiry of the relevant time periods set out in those clauses;

4.5.2 clauses 4.1.3, 4.1.5, 4.1.7 have been inserted for the benefit of Harmony which will be entitled to waive fulfilment of any of the said Conditions Precedent, in whole or in part, on written notice to the other Party prior to the expiry of the relevant time periods set out in those clauses;

4.5.3 clauses 4.1.1 and 4.1.4 have been inserted for the benefit of the Parties who will be entitled to waive fulfilment of such Conditions Precedent, in whole or in part, by written agreement prior to the expiry of the relevant time periods set out in those clause; and

4.5.4 clauses 4.1.8 and 4.1.9 are not capable of being waived.

4.6 Unless all the Conditions Precedent have been fulfilled or waived by not later than the relevant dates for fulfilment thereof set out in clause 4.1 (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for clauses 1 to 5, and clauses 11 and 13 to 22, which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Conditions Precedent, save for any claims arising from a breach of clause 4.2, 4.3 and/or clause 4.4.

5 ESCROW AMOUNT

5.1 On the Signature Date, Wits Gold shall pay the Escrow Amount to the Escrow Agent, to be held in trust in an interest bearing trust account for the benefit of Wits Gold pending fulfilment of the Conditions Precedent. This clause 5 constitutes the mandate to the Escrow Agent in terms of section 78(2A) of the Attorneys Act, 1979.

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5.2 The Escrow Amount shall be paid by Wits Gold by electronic transfer of immediately available and freely transferable funds into the Escrow Account.

5.3 In the event that –

5.3.1 either or both of the Conditions Precedent contained in clauses 4.1.6 and 4.1.7 are not fulfilled or waived by the date for fulfilment thereof set out in those clauses (or such later date as may be agreed in writing between the Parties); or

5.3.2 any of the other Conditions Precedent are not fulfilled as a result of any deliberate act or omission of Wits Gold intended by Wits Gold to frustrate and/or prevent such fulfilment,

Wits Gold shall forfeit the Escrow Amount, which shall be paid to Harmony by way of pre-estimated liquidated damages, it being specifically recorded that in such circumstance, Harmony shall be entitled to unilaterally instruct the Escrow Agent in writing to pay the Escrow Amount to Harmony into Harmony’s Designated Account.

5.4 Harmony shall be obliged to provide Wits Gold with a copy of any instruction to the Escrow Agent given by it under the provisions of clause 5.3.

5.5 The Escrow Agent shall be entitled to pay the Escrow Amount to Harmony in accordance with Harmony’s written instruction, provided that the Escrow Agent has given Wits Gold at least 48 (forty eight) hours written notice that it intends to pay the Escrow Amount to Harmony and Wits Gold has not objected to such payment by written notice to the Escrow Agent prior to the expiry of the said 48 (forty eight) hours. If Wits Gold has objected as contemplated in this clause 5.5, the resultant dispute may be referred by either Party for resolution in terms of clause 16.

5.6 If the Escrow Agent receives a notice from Wits Gold in accordance with the provisions of clause 5.5, it shall be obliged to retain the Escrow Amount until such time as the Escrow Agent receives written notification signed on behalf of both Parties or written notification from the arbitrator appointed in terms of clause 16 to release the Escrow Amount to Harmony.

5.7 In the event that Wits Gold forfeits the Escrow Amount as contemplated in clause 5.3 and the Escrow Amount is paid into Harmony’s Designated Account, the interest accruing on the Escrow Amount shall be simultaneously paid by the

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Escrow Agent into Wits Gold’s Designated Account.

5.8 In the event that the Conditions Precedent or any of them are not fulfilled (otherwise than as is contemplated in clause 5.3), the Escrow Agent shall forthwith after the date of lapse of this Agreement as a result thereof, pay the Escrow Amount together with accrued interest thereon into Wits Gold’s Designated Account.

5.9 In the event that the Conditions Precedent are all fulfilled or waived, as the case may be, by the relevant dates set out for fulfilment thereof in clause 4.1, the Escrow Agent shall pay an amount equal to -

5.9.1 the Escrow Amount to Harmony; and

5.9.2 the interest accrued on the Escrow Amount to Wits Gold,

on the Effective Date by electronic transfer of immediately available and freely transferable funds into Harmony’s Designated Account and Wits Gold’s Designated Account respectively, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa.

5.10 Wits Gold shall, in fulfilment of the Condition Precedent contained in clause 4.1.7, pay the Balance of the Consideration, plus VAT on the full Consideration, to the Escrow Agent, to be held in trust in an interest-bearing trust account for the benefit of Wits Gold pending fulfilment of the remainder of the Conditions Precedent. This clause 5 constitutes the mandate to the Escrow Agent in terms of section 78(2A) of the Attorneys Act, 1979.

5.11 The amount referred to in clause 5.10 shall be paid by Wits Gold by electronic transfer of immediately available and freely transferable funds into the Escrow Account.

5.12 In the event that, after payment of the Balance of the Consideration by Wits Gold in fulfilment of the Condition Precedent contained in clause 4.1.7, any of the Conditions Precedent contained in clauses 4.1.5 or 4.1.9 are not fulfilled, then Wits Gold shall be entitled to unilaterally instruct the Escrow Agent in writing to pay the Balance of the Consideration, plus VAT on the full Consideration and accrued interest thereon, into Wits Gold’s Designated Account.

5.13 The Escrow Agent shall be entitled to pay the Balance of the Consideration, plus VAT on the full Consideration to Wits Gold in accordance with Wits Gold’s written

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instruction, provided that the Escrow Agent has given Harmony at least 48 (forty eight) hours written notice that it intends to pay the said amount to Wits Gold and Harmony has not objected to such payment by written notice to the Escrow Agent prior to the expiry of the said 48 (forty eight) hours. If Harmony has objected as contemplated in this clause 5.13, the resultant dispute may be referred by either Party for resolution in terms of clause 16.

5.14 If the Escrow Agent receives a notice from Harmony in accordance with the provisions of clause 5.13, it shall be obliged to retain the Escrow Amount until such time as the Escrow Agent receives written notification signed on behalf of both Parties or written notification from the arbitrator appointed in terms of clause 16 to release the Escrow Amount to Wits Gold.

5.15 In the event that all of the Conditions Precedent are fulfilled or waived, the Escrow Agent shall pay an amount equal to the Balance of the Consideration plus VAT on the full Consideration to Harmony on the Effective Date and the interest accrued thereon to Wits Gold.

6 PAYMENT OF THE CONSIDERATION

6.1 The Consideration shall be paid as follows, an amount equal to the –

6.1.1 Escrow Amount held in escrow by the Escrow Agent, to Harmony by the Escrow Agent for and on behalf of Wits Gold; and

6.1.2 the Balance of the Consideration, plus VAT on the full Consideration, held in escrow by the Escrow Agent, to Harmony by the Escrow Agent for and on behalf of Wits Gold,

on the Effective Date.

6.2 All payments to be made in terms of this Agreement will be made by electronic transfer of immediately available and freely transferable funds into Harmony’s Designated Account, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa.

7 LODGEMENT OF DEEDS

As soon as reasonably possible after the Effective Date, and in any event by not later than 30 (thirty) days thereafter –

7.1 Harmony shall procure that the Deed of Abandonment and the Deed of Mining

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Right Amendment; and

7.2 Wits Gold shall procure that the Deed of Prospecting Right Amendment,

are lodged simultaneously for registration in the Mining Titles Office.

8 CERTIFICATE OF REGISTRATION

8.1 Harmony has been granted a certificate of registration (“COR”) in respect of the Mining Right Area in terms of the National Nuclear Regulator Act, 1999.

8.2 Harmony intends to request the National Nuclear Regulator to amend the COR to remove the surface of the Merriespruit South Area from the COR. It is anticipated that all operations undertaken by Harmony which are below the ground level of the Merriespruit South Area (“Underground Operations”) will remain subject to the COR.

8.3 Wits Gold hereby, unconditionally and irrevocably undertakes that –

8.3.1 it will not access the Underground Operations unless and until –

8.3.1.1 it has procured the removal of the Underground Operations from Harmony’s COR, by obtaining its own COR in respect of the Underground Operations, or by any other means;

8.3.1.2 Harmony has been released from the COR in respect of the Underground Operations; or

8.3.1.3 Harmony has consented in writing to Wits Gold accessing the Underground Operations;

8.3.2 subject to its rights under clause 11, it shall refrain from any activity which may negatively impact Harmony’s COR;

8.3.3 to the extent that Wits Gold accesses the Underground Operations in breach of clause 8.3.1, or Harmony consents in writing to Wits Gold accessing the Underground Operations, it shall indemnify Harmony against and hold it harmless from all claims, liability, damage, loss, penalty, expense and cost (including legal costs on an attorney and own client scale, clean-up costs and reasonable expert fees) of any nature whatsoever which Harmony or any successor in title may sustain as a result of Wits Gold’s access to and/or operations in respect of the Underground Operations.

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9 FLOODING

9.1 Harmony is considering the cessation or reduction of water pumping activities in respect of the Harmony 3 Shaft Operations.

9.2 Wits Gold acknowledges that the cessation or reduction of water pumping activities in respect of the Harmony 3 Shaft Operations may cause, inter alia, the flooding of the Underground Operations.

9.3 Harmony undertakes to provide Wits Gold with not less than 30 (thirty) days written notice of its intention to cease or reduce pumping activities in respect of the Harmony 3 Shaft Operations and shall consider, but shall not be obliged to adopt, any proposal made by Wits Gold in respect of, or as an alternative to, the cessation or reduction of water pumping activities in respect of the Harmony 3 Shaft Operations.

9.4 Harmony shall remain responsible and liable for any liabilities (including the costs in relation thereto) that would have been imposed on it by law in regard to Harmony’s prior mining activities and in regard to the cessation or reduction of water pumping activities in respect of the Harmony 3 Shaft Operations, had this Agreement not been entered into.

9.5 Wits Gold shall be responsible and liable for all liabilities, including all pumping liabilities and obligations, (including the costs in relation thereto) which arise directly or indirectly as a result of any prospecting or mining activities by Wits Gold which take place in, on or under the Merriespruit South Area after the Signature Date.

9.6 Wits Gold hereby, irrevocably and unconditionally –

9.6.1 acknowledges that any decision to cease or reduce water pumping activities in respect of the Harmony 3 Shaft Operations, will be at the sole and unfettered discretion of Harmony and accepts all risk, insofar as it relates to the Merriespruit South Area, and in particular the Underground Operations, arising directly or indirectly out of the cessation or reduction of water pumping activities in respect of the Harmony 3 Shaft Operations, subject to the provisions of clauses 9.4 and 9.5;

9.6.2 indemnifies Harmony against and shall hold it harmless from all claims, liability, damage, loss, penalty, expense and cost (including legal costs on an attorney and own client scale, clean-up costs and reasonable expert fees) of

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any nature whatsoever which Wits Gold or any successor in title may sustain as a result of the cessation or reduction of water pumping activities in respect of the Harmony 3 Shaft Operations, subject to the provisions of clauses 9.4 and 9.5; and

9.6.3 undertakes not to lodge any objection, of any nature whatsoever in respect of such cessation or reduction of water pumping activities in respect of the Harmony 3 Shaft Operations.

10 ACCESS TO INFORMATION

10.1 Forthwith after the Signature Date, Harmony will procure that Wits Gold and its representatives are, during business hours, given full and unrestricted access to all information, books of account, records and other documents in respect of the Merriespruit South Area as may reasonably be required by Wits Gold for the purposes of analysing the Merriespruit South Area, including but not limited to, all diamond drill cores, related geological reports, assay results, bore hole logs, survey data, maps and reports (“Information”).

10.2 In the event that the Agreement fails to become unconditional in accordance with the provisions of clause 4, Wits Gold will be required to forthwith –

10.2.1 return all Information provided by Harmony in terms of clause 10.1 (whether in paper, electronic or other format) without keeping any copies or partial copies thereof;

10.2.2 destroy or delete, and procure the destruction or deletion of all analyses, compilations, notes, studies, memoranda or other documents prepared by Wits Gold which contain or otherwise reflect or are generated from the Information; and

10.2.3 confirm in writing to Harmony that Wits Gold has fully complied with the provisions of clauses 10.2.1 and 10.2.2.

11 DRILLING OPERATIONS

11.1 From the Signature Date to the earlier of the date of completion of the Drilling Operations or the date on which this Agreement lapses in accordance with the provisions of clause 4.6, subject to a maximum period of 180 (one hundred and eighty) days, Harmony shall allow Wits Gold access to the Merriespruit South Area in order to allow Wits Gold to conduct the Drilling Operations, which Drilling

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Operations shall be undertaken at the sole cost and expense of Wits Gold as independent contractor as contemplated by section 101 of the MPRDA.

11.2 Wits Gold hereby, irrevocably and unconditionally –

11.2.1 undertakes that in performing the Drilling Operations, it will comply in all respects, with all applicable laws and regulatory obligations and/or requirements, including such obligations and/or requirements as may be imposed on Harmony, as holder of the Mining Right, were Harmony to undertake the Drilling Operations;

11.2.2 undertakes to and in favour of Harmony, that the Drilling Operations shall not, in any way, impact adversely on the mining operations of Harmony in respect of the Mining Right Area;

11.2.3 indemnifies Harmony against and shall hold it harmless from all claims, liability, damage, loss, penalty, expense and cost (including legal costs on an attorney and own client scale, clean-up costs and reasonable expert fees) of any nature whatsoever which Harmony may sustain as a result of or attributable to all or any rehabilitation costs incurred in relation to the Drilling Operations, including all costs of and incidental to the rehabilitation of the Merriespruit South Area flowing from such Drilling Operations; and

11.2.4 indemnifies Harmony against and shall hold it harmless from all claims, liability, damage, loss, penalty, expense and cost (including legal costs on an attorney and own client scale, clean-up costs and reasonable expert fees) of any nature whatsoever which Harmony may sustain under the COR in relation to the Drilling Operations, including all costs of and incidental to the rehabilitation of the Merriespruit South Area flowing from such Drilling Operations.

11.3 Wits Gold shall be entitled to retain as its property all information and data gathered and drill core received as a result of the Drilling Operations, notwithstanding any lapse or cancellation of this Agreement. In the event that this Agreement fails to become unconditional in accordance with the provisions of clause 4, Wits Gold shall forthwith provide Harmony with copies of all such information and data gathered, provided that Harmony shall not, unless such information and/or data has become generally available to the public, use, disseminate, dispose of or distribute such information and/or data without the prior written consent of Wits Gold, which consent shall not be unreasonably

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withheld or delayed.

12 INTEREST

Should any payment under or arising from this Agreement fail to be made on the due date thereof then, without prejudice to such other rights as may accrue to the payee consequent upon such failure, such overdue amounts will bear interest at the Prime Rate plus 300 (three hundred) basis points, from the due date for payment to the date of actual payment, both dates inclusive.

13 GENERAL WARRANTIES

13.1 Each of the Parties hereby warrants to and in favour of the other that –

13.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

13.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;

13.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not –

13.1.3.1 contravene any law or regulation to which that Party is subject;

13.1.3.2 contravene any provision of that Party’s constitutional documents; or

13.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and

13.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;

13.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity);

13.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so;

13.1.7 no other party is acting as a fiduciary for it; and

13.1.8 it is not relying upon any statement or representation by or on behalf of any

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other Party, except those expressly set forth in this Agreement.

13.2 Each of the representations and warranties given by the Parties in terms of clause 13.1 shall –

13.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;

13.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and

13.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

14 PUBLICITY

14.1 Subject to clause 14.3, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules of any recognised securities exchange, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement and any and all information given by a Party to the other Party pursuant to this Agreement.

14.2 No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, save for any announcement or other statement required to be made in terms of the provisions of any law or by the rules of any recognised securities exchange, in which event the Party obliged to make such statement will first consult with the other Party in order to enable the Parties in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to the other Party which has made an announcement of some nature in breach of this clause 14.

14.3 This clause 14 shall not apply to any disclosure made by a Party to its officers, employees, agents, professional advisors or consultants, provided that they have agreed to the same confidentiality undertakings, or to any judicial, regulatory or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.

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15 BREACH

15.1 If a Party (“Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 10 (ten) business days (“Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (“Aggrieved Party”) will be entitled, at its option –

15.1.1 to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance; or

15.1.2 to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice.

15.2 Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if –

15.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or

15.2.2 it is incapable of being remedied, or is not remedied within the Notice Period; and payment in money will compensate for such breach but such payment is not made within the Notice Period.

15.3 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

15.4 The Aggrieved Party’s remedies in terms of this clause 15 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

15.5 Notwithstanding the aforegoing, from the Effective Date, neither of the Parties will have the right to cancel this Agreement as a result of a breach thereof, and the Parties’ only remedies thereafter will be to claim specific performance of all the Defaulting Party’s obligations, together with damages, if any.

16 DISPUTE RESOLUTION

16.1 In the event of there being any dispute or difference between the Parties arising out of this Agreement, the said dispute or difference shall on written demand by

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either Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

16.2 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties or failing agreement within 10 (ten) business days of the demand for arbitration, then either Party shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 15 (fifteen) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the Parties failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the Parties.

16.3 Either Party may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

16.4 Nothing herein contained shall be deemed to prevent or prohibit a Party from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

16.5 Any arbitration in terms of this clause 16 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

16.6 This clause 16 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

16.7 The Parties agree that the written demand by a Party in terms of clause 16.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

17 NOTICES AND DOMICILIA

17.1 The Parties select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice

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provided for or required under this Agreement, the said physical addresses as well as the following telefax numbers -

Name	Physical Address	Telefax
Harmony	Block 27 Randfontein Office Park Cnr Main Reef Road and Ward Avenue Randfontein	+27 (0)86 628 2332

Marked for the attention of: The Chief Executive Officer

Name	Physical Address	Telefax
Wits Gold	12th Floor 70 Fox Street Johannesburg	(011) 838 3208

Marked for the attention of: The Company Secretary

provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address or telefax number by written notice to the other Party to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change.

17.2 All notices to be given in terms of this Agreement will be given in writing and will -

17.2.1 be delivered by hand or sent by telefax;

17.2.2 if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day; and

17.2.3 if sent by telefax during business hours, be presumed to have been received on the date of successful transmission of the telefax. Any telefax sent after business hours or on a day which is not a business day will be presumed to have been received on the following business day.

17.3 Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 17.

18 BENEFIT OF THE AGREEMENT

This Agreement will also be for the benefit of and be binding upon the successors in

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title and permitted assigns of the Parties or either of them.

19 APPLICABLE LAW AND JURISDICTION

19.1 This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.

19.2 For the purpose of clause 16.4 or for the purpose of making the arbitration award an order of court, the Parties hereby consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg in any dispute arising from or in connection with this Agreement. The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

20 GENERAL

20.1 Whole Agreement

20.1.1 This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either of the Parties.

20.1.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof.

20.2 Variations to be in Writing

No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

20.3 No Indulgences

No latitude, extension of time or other indulgence which may be given or allowed by any Party to the other Party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any

23

Party arising from this Agreement and no single or partial exercise of any right by any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party’s rights in terms of or arising from this Agreement or estop or preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

20.4 No Waiver or Suspension of Rights

No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.

20.5 Provisions Severable

All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

20.6 Continuing Effectiveness of Certain Provisions

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

24

20.7 No Assignment

Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by either Party without the prior written consent of the other Party, save as otherwise provided herein.

21 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Agreement.

22 SIGNATURE

22.1 This Agreement is signed by the Parties on the dates and at the places indicated below.

22.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last in time signing one of the counterparts.

22.3 The persons signing this Agreement in a representative capacity warrant their authority to do so.

22.4 The Parties record that it is not required for this Agreement to be valid and enforceable that a Party shall initial the pages of this Agreement and/or have its signature of this Agreement verified by a witness.

SIGNED at Sandton on 3 September 2010

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

Signature

A.J. Boshoff

Name of Signatory

Executive

Designation of Signatory

25

SIGNED at SANDTON on 3 SEPTEMBER 2010

For and on behalf of

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

Signature

D M URQUHART

Name of Signatory

CFO

Designation of Signatory

26

ANNEXURE “1”

DEED OF ABANDONMENT

Protocol

NOTARIAL ABANDONMENT OF A CERTAIN PORTION OF

A MINING RIGHT

BE IT HEREBY MADE KNOWN:

THAT on the [—] day of [—], before me,

[NOTARY PUBLIC]

Notary Public, duly admitted and sworn, residing and practising at Johannesburg in the Province of Gauteng, and in the presence of the subscribing witnesses, personally came and appeared -

[APPEARER]

in his/her capacity as the attorney and agent of

HARMONY GOLD MINING COMPANY LIMITED

(registration number 1950/038232/06)

(hereinafter referred to as the “Holder”),

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [—] day of [—] by [—], in his capacity as the duly authorised representative of the Holder under and by virtue of a resolution of the directors of the Holder passed on the [—] day of [—], which power of attorney and certified copy of which resolution has this day been exhibited to me, the Notary, and now remain filed in my Protocol;

AND THE APPEARERS DECLARED THAT WHEREAS:

A the Holder holds mining right number FS 30/5/1/2/2/82 MR granted in terms of section 23(1) of the Mineral and Petroleum Resources Development Act, 2002 (“MPRDA”) which was notarially executed on [INSERT DATE] before Notary Public, [INSERT NOTARY], and duly registered in the Mining Titles Office in

[INSERT PLACE] on [INSERT DATE] under registration number [—] in respect [INSERT AREA] [CDH Note: Details to be inserted] (“Mining Right”); and

B the Holder wishes to abandon a portion of the Mining Right, subject to the terms and conditions set out below.

1. ABANDONMENT

The Holder, in accordance with section 56(f) of the MPRDA and in accordance with clause [—] of the Mining Right hereby abandons [—].

2. BALANCE OF MINING RIGHT

The remaining portions of the Mining Right not abandoned as set out above shall remain of full force and effect.

THUS DONE AND EXECUTED at Sandton on the day, month and year first aforewritten in the presence of the undersigned witnesses.

AS WITNESSES

1.
	q.q. HOLDER
2.
	QUOD ATTESTOR NOTARY PUBLIC

ANNEXURE “2”

DEED OF AMENDMENT OF MINING RIGHT

Protocol

NOTARIAL AMENDMENT OF MINING RIGHT

BE IT HEREBY MADE KNOWN:

THAT on the [—] day of [—], before me,

[NOTARY PUBLIC]

Notary Public, duly admitted and sworn, residing and practising at Johannesburg in the Province of Gauteng, and in the presence of the subscribing witnesses, personally came and appeared –

[APPEARER]

in his/her capacity as the attorney and agent of

1. HARMONY GOLD MINING COMPANY LIMITED

(registration number 1950/038232/06)

(hereinafter referred to as the “Holder”),

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [—] day of [—] by [—], in his capacity as the duly authorised representative of the Holder under and by virtue of a resolution of the directors of the Holder passed on the [—] day of [—],

and

2 The Minister of Mineral Resources represented by the Regional Manager: Free State, he being duly authorised by a power of attorney signed by the Acting Deputy Director-General: Mineral Regulation, he being duly authorised by virtue of a delegation of powers dated [—],

which powers of attorney and certified copy of which resolution have this day been exhibited to me, the Notary, and now remain filed in my Protocol;

AND THE APPEARERS DECLARED THAT WHEREAS:

A the Holder holds mining right number FS 30/5/1/2/2/82 MR granted in terms of section 23(1) of the Mineral and Petroleum Resources Development Act, 2002 which was notarially executed on [INSERT DATE] before Notary Public, [INSERT NOTARY], and duly registered in the Mining Titles Office in [INSERT PLACE] on [INSERT DATE] under registration number [—] in respect of [INSERT AREA] [CDH Note: Details to be inserted] (“Mining Right”); and

B the Holder wishes to amend the Mining Right, as set out below.

1. INTRODUCTION

Consequent upon the grant of an application under section 102(1) of the MPRDA by the Minister of Mineral Resources on [—], the Holder has abandoned a portion of the Mining Area of the Mining Right (“Abandonment”) with effect from the date of execution of this deed, as set out below.

2. AMENDMENT

The Mining Right, in accordance with the Abandonment is amended with effect from the date of notarial execution of this notarial amendment by excluding [—], such that the Mining Area referred to in clause [—] of the Mining Right, as a result of this amendment, is [—],

THUS DONE AND EXECUTED at Sandton on the day, month and year first aforewritten in the presence of the undersigned witnesses.

AS WITNESSES

1.
	q.q. HOLDER
2.
	q.q. MINISTER OF MINERALS RESOURCES
	QUOD ATTESTOR NOTARY PUBLIC

ANNEXURE “3”

DEED OF AMENDMENT OF PROSPECTING RIGHT

Protocol

NOTARIAL AMENDMENT OF PROSPECTING RIGHT

BE IT HEREBY MADE KNOWN:

THAT on the [—] day of [—], before me,

[NOTARY PUBLIC]

Notary Public, duly admitted and sworn, residing and practising at Johannesburg in the Province of Gauteng, and in the presence of the subscribing witnesses, personally came and appeared –

[APPEARER]

in his/her capacity as the attorney and agent of

1. WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

(registration number 2002/031361/06)

(hereinafter referred to as the “Holder”),

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [—] day of [—] by [—], in his capacity as the duly authorised representative of the Holder under and by virtue of a resolution of the directors of the Holder passed on the [—] day of [—],

and

2 The Minister of Mineral Resources represented by the Regional Manager: Free State, he being duly authorised by a power of attorney signed by the Acting Deputy Director-General: Mineral Regulation, he being duly authorised by virtue of a delegation of powers dated [—],

which powers of attorney and certified copy of which resolution have this day been exhibited to me, the Notary, and now remain filed in my Protocol;

AND THE APPEARERS DECLARED THAT WHEREAS:

A the Holder holds prospecting right number FS30/5/1/1/2/76 PR granted in terms of section 17(1) of the Mineral and Petroleum Resources Development Act, 2002 which was notarially executed on [INSERT DATE] before Notary Public, [INSERT NOTARY], and duly registered in the Mining Titles Office in [INSERT PLACE] on [INSERT DATE] under registration number [—] in respect of [INSERT AREA] [CDH Note: Details to be inserted] (“Prospecting Right”);

B Harmony Gold Mining Company Limited has abandoned, in accordance with section 56(f) of the MPRDA (“Abandonment”), the following portion of its mining right – [—] (“Abandoned Portion”); and

C the Holder wishes to amend the Prospecting Right, as set out below.

1. INTRODUCTION

Consequent upon the Abandonment of the Abandoned Portion, the Abandoned Portion will be added to the Prospecting Right with effect from the date of execution of this deed, as set out below.

2. AMENDMENT

The Prospecting Right is amended with effect from the date of notarial execution of this notarial amendment by including the Abandoned Portion, such that the Prospecting Area referred to in clause [—] of the Prospecting Right, as a result of this amendment, is [—].

THUS DONE AND EXECUTED at Sandton on the day, month and year first aforewritten in the presence of the undersigned witnesses.

AS WITNESSES

1.
	q.q. HOLDER

2.
	q.q. MINISTER OF MINERALS RESOURCES
	QUOD ATTESTOR NOTARY PUBLIC

ANNEXURE “4”

PLAN OF MERRIESPRUIT SOUTH AREA

ANNEXURE “5”

MINING RIGHT

DME 388

  FS 30/5/1/2/2/82 MR C/2005/12/20/001

DEPARTMENT OF MINERALS AND ENERGY

REPUBLIC OF SOUTH AFRICA

CONVERTED MINING RIGHT

Converted in terms of Item 7 of Schedule II of the Mineral and Petroleum Resources Development Act,

2002 (Act No. 28 of 2002)

Minerals and Energy for Development and Prosperity

TABLE OF CONTENTS

Heading	Clause
Preamble
Definitions
Description of the Mining Area		1
Conversion of Mining Right		2
Commencement, Duration and Renewal		3
Amendment, Variation and Abandonment		4
Payment of Royalties		5
Payment of Interest		6
Restrictions and Obligations Imposed on the Holder		7
Conditions on Disposal of Minerals and or Products Derived from Mining		8
Mortgage, Cession, Transfer, and Alienation		9
Protection of Boreholes, Shafts, Adits, Openings and Excavations		10
Holder’s liability for Compensation for Loss or damage		11
Inspection of Mining Area		12
Cancellation or Suspension of Mining Right		13
Records and Returns		14
Minister’s liability for payment of Compensation		15
Compliance with the Laws of the Republic of South Africa		16
Provisions relating to Section 2(d) and (f) of the Act		17
Social and Labour Plan		18
Severability		19
Domicilia citandi et executandi		20
Costs		21

            

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

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Protocol No 294/2007

File No

[FS] 30/5/1/2/2/82 MR

Application No

C/2005/12/20/001

LET IT HEREBY BE MADE KNOWN:

THAT on this 11^th day of DECEMBER in the year 2007, before me, ADOLPH JOHANNES DE LA REY a Notary Public, duly sworn and admitted, residing and practising at WELKOM, in the FREE STATE Province of South Africa, and in the presence of the subscribing competent witnesses, personally came and appeared:

KALIPA KEWUTI, Acting Regional Manager, FREE STATE Region of the Department of Minerals and Energy, and as such in his / her capacity as the duty authorised representative of:

THE MINISTER OF MINERALS AND ENERGY             

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

3

The said Regional Manager, being duly authorised thereto under and by virtue of a Power of Attorney granted by the DIRECTOR-GENERAL: MINERALS AND ENERGY of the Department of Minerals and Energy on the 27^TH day of SEPTEMBER in the year 2007 in terms of the powers delegated by the Minister on the 12^th day of May 2004 in terms of section 103 (1) of the Act.

AND GEORGE EDWARD WARREN DE WIT

(REPRESENTATIVE’S SURNAME AND INITIALS) in his/her personal capacity or as the company’s (POSITION OF REPRESENTATIVE) and as such, the duly authorised representative of HARMONY GOLD MINING COMPANY LIMITED, Registration number:

1 9 5 0 / 0 3 8 2 3 2 / 0 6

(Hereinafter together with his/her/its successors in title and assigns referred to as “the Holder”, he/she, the said representative, being duly authorised thereto under and by virtue of a power of attorney/resolution of directors of the Holder, signed or passed at JOHANNES BURG on the 10^th day of DECEMBER in the year 2007 which power of attorney or a certified copy of a resolution has this day been exhibited to me, the notary, and remain filed of record in my protocol with the minutes hereof.)

AND THE MINISTER AND HOLDER DECLARED THAT:

WHEREAS	The State is the custodian of the Nation’s mineral and petroleum resources in terms of section 3 of the Act.
AND WHEREAS	The Holder has applied for conversion of an old order mining right in terms of Item 7 of Schedule 2 to the Act,
AND WHEREAS	The DIRECTOR-GENERAL: MINERALS AND ENERGY of the Department of Minerals and Energy has by virtue of powers delegated to him, converted the Holder’s old order, mining right in terms of Item 7 of the Schedule to the Act.

NOW THEREFORE THE MINISTER CONVERTS THE HOLDER’S OLD ORDER MINING RIGHT SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

            

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

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Definitions

In this mining right, the following words and expressions shall have the following meanings:

“Act” means the Mineral and Petroleum Resources Development Act, 2002 (Act 28 of 2002) and includes the Regulations, guidelines, circulars, directives and orders made in terms of that Act;

“Environmental Management Programme” is as defined in the Act and includes any other Environmental Management Programme approved in terms of the previous mining legislation;

“Financial year” means a complete financial year of the Holder which, at the time of the granting of this mining right, commences on 1^st day of JULY in the year 2007; and ends on 30^th day of JUNE in the year 2008;

“Holder” is as defined in the Act, and specifically in relation to this right, it means HARMONY GOLD MINING COMPANY LIMITED, Registration No 195003823206;

“Mineral” is as defined in the Act, and specifically in relation to this right means GOLD ORE;

“Mining Area” is as defined in the Act and includes any additional area of environmental liability as may be reflected on the Environmental Management Programme relating to this right;

“Mining right” is as defined in the Act and includes all the Annexures to it, agreements and inclusions by reference;

“Mining Work Programme” is as defined in the Act and as reflected in the attached Annexure “A” to this mining right;

“Minister” means the Minister of Minerals and Energy and includes the successors in title, the assignee or any person duly authorised to act in the Minister’s place and stead;

“Old order mining right” is as defined in the Schedule to the Act.

“Regional Manager” is as defined in the Act and specifically in relation to this right means the Regional Manager for the FREE STATE Region of the Department of Minerals and Energy;

“Social and Labour Plan”, is as contemplated in regulation 46 of the Regulations to the Act and is as reflected in the attached Annexure “B” to this mining right; and

            

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

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1. Description of the Mining Area

The Mining Area shall comprise the following:

Certain:	VARIOUS PROPERTIES
Situated:	Magisterial District of WELKOM AND VIRGINIA [FREE STATE PROVINCE]
Measuring:	2 2582,9876 hectares in extent.

(In the case of various farms being involved, a list can be attached and referred to as Annexure “C”); Which Mining Area is described in detail on the attached Diagram/plan marked Annexure “D”.

2. Conversion of Old Order Mining Right

Without detracting from the provisions of Item 7 of the schedule to the Act, sections 5 and 25 of the Act, the Minister converts the holder’s old order right and grants to the Holder the sole and exclusive right to mine, and recover the mineral/s in, on and under the mining area for the Holder’s own benefit and account, and to deal with, remove and sell or otherwise dispose of the mineral/s, subject to the terms and conditions of this mining right, the provisions of the Act and any other relevant law in force for the duration of this right.

3. Commencement, Duration and Renewal

3.1. This mining right shall commence on 11^th DECEMBER 2007 and, unless cancelled or suspended in terms of clause 13 of this right and or section 47 of the Act, will continue to be in force for a period of 22 [TWENTY-TWO] years ending on 10^th DECEMBER, 2029.

3.2. The Holder must continue to conduct mining operations failing which this right may be cancelled or suspended.

3.3. Any application for renewal must be submitted to the Regional Manger not later than 60 working days prior to the date of expiry of this right.

4. Amendments, Variation and Abandonment

4.1. The terms of this right (including by extension of the area covered by it or by the addition of minerals or a share or shares or seams, mineralized bodies, or strata, which are not at the time the subject thereof) may not be amended or varied without the written consent of the Minister.

4.2. The Holder shall be entitled to abandon or relinquish the right or the area covered by the right entirely or in part. Upon abandonment or relinquishment of the mining area or any portion thereof, the Holder must:

            

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

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4.2.1. Furnish the Regional Manager with all prospecting and /or mining results and/or information, as well as the general evaluation of the geological, geophysical and borehole data in respect of such abandoned area in so far as it applies to the mineral or any other mineral/s obtained in respect of this right and,

4.2.2. Apply for a closure certificate in terms of section 43 (3) of the Act.

4.3 With effect from the date the Holder has abandoned or relinquished a portion or portions of the mining area, and subject to section 43 of the Act, the Minister is entitled to grant any right, permit, or permission referred to in the Act in, on, or under the portion/s, so abandoned or relinquished, to any person/s.

5. Payment of Royalties and other Monies

5.1. The Holder shall as contemplated in section 25 (2) (g) pay to the State throughout the duration of this mining right, any royalties payable in terms of any Act or Amendment to an Act of Parliament implemented.

5.2. If, prior to the commencement of the Act, the Holder of this right paid any royalties, levies, fees, or consideration to the state, the Holder shall continue to pay same applicable to such old order mining right until such time a relevant Act of parliament is implemented.

6. Payment of Interest

If mining fees, any fees, any levy, royalties or consideration referred to in clause 5 are not paid punctually, the Holder shall be in mora and shall pay interest thereon at the rate prescribed in terms of section 80 of the Public Finance Management Act, 1999(Act 1 of 1999) reckoned from the date on which payment is due and payable, to the date of actual payment.

7. Restrictions and Obligations Imposed on the Holder

7.1 The Holder is entitled to the rights referred to in section 5(2), (3) and section 25 of the Act, and such other rights as may be contained in this mining right or such other right as may be granted to, acquired by or conferred upon the Holder by any other applicable law.

7.2 Mining operations in the mining area must be conducted in accordance with the Mining Work Programme and any amendment to such Mining Work Programme and an approved Environmental Management Plan.

7.3 The Holder shall not trespass or enter into any homestead, house or its curtilage nor interfere with or prejudice the interests of the occupiers and/or owners of the surface of the Mining Area except to the extent to which such interference or prejudice is necessary for the purposes of enabling the Holder to properly exercise the Holder’s rights under this mining right.

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

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8. Conditions on disposal of Minerals and/ or Products Derived from Mining

It is a condition of the conversion of this old order mining right that the Holder shall dispose of all minerals and/ or products derived from the exploitation of the mineral at competitive market prices which shall mean in all cases, non-discriminatory prices or non-export parity prices. If the minerals are sold to any entity, which is an affiliate or non-affiliated agent or subsidiary of the Holder, or is directly or indirectly controlled by the Holder, such purchaser must unconditionally undertake in writing to dispose of the minerals and any products produced from the minerals, at competitive market prices.

9. Mortgage, Cession, Transfer, and Alienation

This mining right, a shareholding, an equity, an interest or participation in the right or joint venture, or a controlling interest in a company, close corporation or joint venture, may not be encumbered, ceded, transferred, mortgaged, let, sublet, assigned, alienated or otherwise disposed of without the written consent of the Minister, except in the case of a change of controlling interest in listed companies.

10. Protection of Boreholes, Shafts, Adits and Openings.

All boreholes, shafts, Adits, excavations, and openings sunk or made, by the Holder during the currency of this mining right shall be sealed, closed, fenced, made safe by the Holder in accordance with the approved Environmental Management Programme, the Mine Health and Safety Act, 1996 or any other applicable laws and Regulations.

11. Holder’s Liability for payment of Compensation for Loss or Damage

11.1. Subject to section 43 of the Act, the Holder shall, during the tenure of this right while carrying out the mining operations under this right, take alt such necessary and reasonable steps to adequately safeguard and protect the environment, the mining area and any person/s using or entitled to use the surface of the mining area from any possible damage or injury associated with any activities on the mining area.

11.2. Should holder fail to take reasonable steps referred to above, and to the extent that there is legal liability, the holder shall compensate such person or persons for any damage or losses, including but not limited to damage to the surface, to any crops or improvements, which such person or persons may suffer as a result of, arising from or in connection with the exercise of his/her rights under this mining right or of any act or omission in connection therewith.

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

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12. Inspection of Mining Area

The Minister and/or any person duly authorised thereto in writing by the Minister shall be entitled to inspect the mining area, the Holder’s mining operations and the execution of the approved Environmental Management Programme on the Mining Area as provided for in the Act, and any instruction conveyed in writing by the Minister to the Holder requiring the proper performance by the Holder of the Holder's obligations under this mining right shall be put into effect by the Holder in terms of the Act.

13. Cancellation or Suspension

13.1 Subject to section 47 of the Act, this mining right may be cancelled or suspended if the Holder:

13.1.1 Submits inaccurate, incorrect and or misleading information in connection with any matter required to be submitted under the Act;

13.1.2 Fails to honour or carry out any agreement, arrangement, or undertaking, including the undertaking made by the Holder in terms of the Broad Based Socio Economic Empowerment Charter and Social and Labour plan, on which the Minister relied for the conversion of this right;

13.1.3 Breaches any material term and condition of this mining right;

13.1.4 Conducts mining operations in contravention of the provisions of the Act;

13.1.5 Contravenes the requirement of the approved Environmental Management Programme; or

13.1.6 Contravenes any provisions of this Act in any other manner.

13.2 Before the Minister cancels or suspends this right, the Minister shall:

13.2.1 Give written notice to the Holder indicating the intention to suspend or cancel this right;

13.2.2 Give reason/s why the Minister is considering the suspension or cancellation of this right;

13.2.3 Give the Holder 30 days to show reasons why the right should not be suspended or cancelled;

13.2.4 Notify, the mortgagee [if any], of the intention to suspend or cancel this right; and

13.2.5 Direct the Holder, where it is possible to remedy any contravention, breach or failure, to comply or to take such specified measures to remedy any contravention, breach or failure to comply.

13.3 If the Holder does not take the measures as specified by the Minister to remedy a contravention, breach or failure, the Minister may cancel or suspend this right after considering representations made by the Holder in terms of clause 13.2.3.

14. Records and Returns

14.1 The Holder shall maintain all such books, plans and records in regard to mining on the Mining Area as may be required by the Act and shall furnish to the office of the Regional Manager such reports and documents as may be relevant under this right.

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

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14.2. The Holder shall furnish to the Regional Manager all such monthly returns contemplated in section 28 (2) A of the Act not later than the 15^th day of the month following the month in respect of which it was reported.

14.3 The Holder shall furthermore at the end of each year following commencement of this mining right, inform the Regional Manager in writing of any new developments and of the future mining activities planned in connection with the exploitation/mining of the minerals on the Mining Area.

15. Minister’s liability for Payment of Compensation

The Minister shall not at any time be liable or responsible for the payment of compensation of whatever nature to the Holder, the Holder’s successors-in-title or assignee, or any person whomsoever as a result of the conversion of this right.

16. Compliance with the Laws of the Republic of South Africa

The conversion of this Right, does not exempt the Holder and its successors in title and/or assigns from complying with the relevant provisions of the Mine Health and Safety Act, (Act No.29 of 1996) and any other law in force in the Republic of South Africa.

17. Provisions relating to section 2(d) and (f) of the Act

In the furthering of the objects of this Act, the Holder is bound by the provisions of an agreement or arrangement dated 5^th APRIL 2002 entered into between the Holder/ empowering partner and AFRICAN RAINBOW MINERALS (PROPRIETARY) LIMITED (the empowerment partner) which agreement or arrangement was taken into consideration for purposes of compliance with the requirements of the Act and or Broad Based Economic Empowerment Charter developed in terms of the Act and such agreement shall form part of this right.

18. Social and Labour Plan

18.1 The holder must annually, not later than three months before the end of its financial year, submit a detailed implementation plan to give effect to Regulation 46(e) (i), (ii) and (iii) in line with the Social and Labour Plan.

18.2 The holder must annually, not later than three months after finalisation of its audited annual report, submit a detailed report on the implementation of the previous year’s social and labour plan.

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

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19. Severability

Notwithstanding anything to the contrary, any provision of this mining right which is contrary to any provision of the Act or which is otherwise ultra vires, null and void, voidable, or unenforceable, shall be severable from the rest of this right, such rest thus being and remaining of full force, effect and enforceable.

20. Domicilia citandi et executandi

20.1. The parties hereto choose the following addresses as their domicilia citandi et executandi and for all purposes arising from this mining right, in particular for the purposes of serving of any notice in terms of this mining right, and any notice properly addressed to the under mentioned postal addresses of the parties shall be deemed to have been received by the addressee within 14 days if given in writing and posted by prepaid registered post addressed to the addressee at the relevant postal address:

20.1.1. In the case of the Minister.

Physical Address	Postal Address
DME BUILDING	PRIVATE BAG X33
C/O RYK AND DE KAAP STREETS, WELKOM	WELKOM
Code 9460	9460
Tel [057] 391 1300
Fax [057] 357 6003/357 1241

20.1.2. In the case of the Holder.

Physical Address	Postal Address
RANDFONTEIN PARK OFFICE	P.O. BOX 2
C/O MAIN REEF AND WARD STREET RANDFONTEIN	RANDFONTEIN
Code 1760	1760
Tel [011] 411 2259
Fax [011] 412 1203

20.2. Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a party at any place other than the chosen domicilia citandi et executandi

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

11

shall constitute adequate notice or communication to the party notwithstanding that it was not sent to or delivered at such party’s chosen domicilium citandi et executandi.

20.3 Either party shall be entitled from time to time to change the domicilia citandi et executandi or postal address furnished above after giving at least 14 days prior written notice of such change to the other party, failing which the above mentioned addresses will remain in force.

20.4. Any written notice or communication contemplated in this clause which is forwarded by one party to the other by registered post will be presumed to have been received by the addressee on the fourteenth day following the date of posting from an address within the Republic of South Africa to the addressee at the postal address of the addressee for the time being as determined in accordance with the provisions of this clause.

21. Costs

The Holder shall pay all costs and charges incurred in connection with the execution and registration of this prospecting right.

Thus done and signed at WELKOM on the 11^th day of DECEMBER in the year 2007 in the presence of the undersigned witnesses:

AS WITNESS:

For and on behalf of the Minister

AS WITNESS:

For and on behalf of the Holder

Notary Public

Converted Mining Right:: Converted in terms of item 7 of the Mineral and Petroleum Resources Development Act, No. 28 of 2002

12

ANNEXURE “6”

PLAN OF MINING RIGHT AREA

ANNEXURE “7”

SECTION 102 APPLICATION

APPLICATION IN TERMS OF SECTION 102 OF THE MINERAL AND PETROLEUM

RESOURCES DEVELOPMENT ACT, 28 OF 2002

1 INTRODUCTION

1.1 Witwatersrand Consolidated Gold Resources Limited (registration number 2002/031365/06, a limited liability public company duly incorporated in the Republic of South Africa (“Wits Gold”) is the holder of a prospecting right granted by the Minister of Mineral Resources (“the Minister”) granted in terms of section 17(1) of the Mineral and Petroleum Resources Development Act, 28 of 2002 (“MPRDA”) over [description of farms covered by the right to be inserted] (“the Current Prospecting Area”) for [details of mineral covered by the right to be inserted] and bearing the Department of Mineral Resources (“DMR”) reference number FS30/5/1/1/2/76PR, currently registered in the Mineral and Petroleum Titles Registration Office in the name of Wits Gold under MPT No. 99/2006 (PR) (“Wits Gold Prospecting Right”)

1.2 Clause 4.1 of the Wits Gold Prospecting Right provides that –

“The terms of this right (including by extension of the area covered by it or by the addition of minerals or a share or seams, mineralised bodies, or strata, which are not at the time the subject thereof) may not be amended or varied without the written consent of the Minister.”

1.3 Likewise, section 102 of the MPRDA provides that a prospecting right may not be amended or varied, including by extension of the area covered by it, without the consent of the Minister.

2 THE CURRENT PROSPECTING AREA AND THE ADDITIONAL AREA

2.1 The Current Prospecting Area comprises an aggregate of [—] hectares extending over [a description of the farms to be inserted].

2.2 The additional area, to which this application relates is 100% (one hundred percent) of an area known as the Merriespruit South Area, being that area shaded in green on the plan annexed hereto marked Annexure “1”, measuring approximately [—] hectares and situated on [description of farms on which the Merriespruit South Area falls to be inserted] (“Additional Area”).

2.3 The Additional Area currently forms part of a mining right granted to Harmony Gold Mining Company Limited (registration number 1950/03823/06) a limited liability company duly incorporated in the Republic of South Africa (“Harmony”) in terms of item 7 of Schedule II to the MPRDA, read with section 23(1) of the MPRDA, entitling Harmony to mine for gold ore in, on and under the mining right area executed on 11 December 2007 (“Mining Right”).

3 THE PURPOSE OF THIS APPLICATION AND WITS GOLD’S MOTIVATION FOR IT

3.1 The purpose of this application is to obtain the written consent of the Minister, or her authorised delegate, under section 102 of the MPRDA, to incorporate the Additional Area into the Current Prospecting Area of the Wits Gold Prospecting Right.

3.2 A motivation letter addressed to the Regional Manager, the Free State Region, dated [—] 2010 and which followed a meeting between representatives of Harmony and Wits Gold on [—] 2010 and which explains the rationale for this transaction is annexed hereto as Annexure “2”. It has now been agreed between Harmony, Wits Gold and certain representatives of the DMR that the Additional Area effectively be transferred to Wits Gold by way of section 102 of the MPRDA, Harmony agreeing to sign an unconditional deed of abandonment of the Additional Area in terms of section 56(f) of the MPRDA which it is entitled to do in terms of the terms of the Mining Right and which will be signed contemporaneously with the DMR’s granting of this application under section 102 of the MPRDA.

3.3 In further motivation of this application it should be noted that the Additional Areas is contiguous to the Current Prospecting Area and upon grant of the amendment under section 102 of the MPRDA, Wits Gold shall amend its prospecting work programme and environmental management plan to incorporate the Additional Area. Wits Gold shall furthermore consult with interested and affected parties in relation to the Additional Area in regard to the incorporation of the Additional Area within the ambit of the Wits Gold Prospecting Right.

4 EFFECT OF THE GRANTING OF THE CONSENT BY THE MINISTER UNDER SECTION 102 OF THE MPRDA

4.1 If the Minister consents under section 102 of the MPRDA to amend the Wits Gold

Prospecting Right to include the Additional Area, the reference to “Prospecting Area” as defined in the definitions part of the Wits Gold prospecting right, will be amended to read as follows – [Description of area and measurement to be included by reference to the farm portions]

4.2 The Wits Gold Prospecting Right will be amended as anticipated in 4.1, by the execution of a notarial deed of amendment to the Wits Gold Prospecting Right, which notarial amendment will, after such notarial execution, be registered in the Mineral and Petroleum Titles Registration Office.

5 APPLICATION

Wits Gold hereby applies, in accordance with the provisions of section 102 of the MPRDA for the consent of the Minister to the amendment of the Wits Gold Prospecting Right (DMR reference FS30/5/1/1/2/76PR, registered in the Mineral and Petroleum Titles Registration Office as 99/2006PR), to include the Additional Area identified in paragraph 2.2 above.

6 Please do not hesitate to contact Mr. Marc Watchorn from Wits Gold on [—] should you require any further information.

SIGNED ON THE      DAY OF      2010.

For and on behalf of Wits Gold

FIRST ADDENDUM TO MINING RIGHT

ABANDONMENT AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

            

1 INTERPRETATION

In this Addendum –

1.1 “Addendum” means this first addendum to the Mining Right Abandonment Agreement;

1.2 “Mining Right Abandonment Agreement” means the agreement headed “Mining Right Abandonment Agreement” entered into between the parties hereto on 3 September 2010; and

1.3. words and expressions defined in the Mining Right Abandonment Agreement will have the same meanings and any reference to the words “clause” or “clauses” will refer to clauses of the Mining Right Abandonment Agreement.

2 INTRODUCTION

2.1 The Mining Right Abandonment Agreement is subject to the fulfilment of a number of Conditions Precedent.

2.2 The Condition Precedent contained in clause 4.1.5 was not fulfilled by the required date and time for fulfilment thereof and accordingly the Mining Right Abandonment Agreement has failed to become of any force or effect and has lapsed.

2.3 The Parties have agreed to revive the Mining Right Abandonment Agreement on the same terms and conditions save for extending the date for fulfilment of the Condition Precedent contained in clause 4.1.5.

3 REVIVAL AND AMENDMENT

The Parties hereby revive the Mining Right Abandonment Agreement (and to the extent required hereby re-enter into the Mining Right Abandonment Agreement) and agree that it shall again be of full force and effect on the same terms and conditions, save that the Mining Right Abandonment Agreement is hereby amended by substituting “10 November 2010” for “5 November 2010” where it appears in clause 4.1.5.

2

4 SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum or unless otherwise agreed in writing between the Parties, all the terms and conditions of the Mining Right Abandonment Agreement shall mutatis mutandis continue to apply.

5 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.

6 SIGNATURE

6.1 This Addendum is signed by the Parties on the dates and at the places indicated below.

6.2 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

6.3 The persons signing this Addendum in a representative capacity warrant their authority to do so.

SIGNED at Johannesburg on 11/11/10 2010.

For and on behalf of

HARMONY GOLD MIMING COMPANY LIMlTED

Signature

A.J. Boshoff

Name of Signatory

Executive

Designation of Signatory

3

SIGNED at Johannesburg on 9 November 2010.

For and on behalf of

WITWATERSRAND CONSOLIDATED
GOLD RESOURCES LIMITED

Signature

D M URQUHART

Name of Signatory

CHIEF FINANCIAL OFFICER

Designation of Signatory

4

SECOND ADDENDUM TO THE MINING RIGHT ABANDONMENT AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

1 INTERPRETATION

In this Addendum –

1.1 “Addendum” means this second addendum to the Mining Right Abandonment Agreement;

1.2 “Mining Right Abandonment Agreement” means the agreement headed “Mining Right Abandonment Agreement” entered into between the Parties on 3 September 2010 as amended by the first addendum to the Mining Right Abandonment Agreement entered into between the Parties on 11 November 2010; and

1.3 words and expressions defined in the Mining Right Abandonment Agreement will have the same meanings and any reference to the words “clause” or “clauses” will refer to clauses of the Mining Right Abandonment Agreement.

2 INTRODUCTION

2.1 The Parties have identified an error in clause 4.1.9 in that the wording of clause 4.1.9 does not reflect the intention of the Parties.

2.2 The Parties wish to record in writing the variation of clause 4.1.9.

3 AMENDMENT

The Parties hereby agree to replace clause 4.1.9 with the following new clause 4.1.9 –

“4.1.9 by not later than 10 (ten) business days following the fulfilment, or where applicable, the waiver of the last of the Conditions Precedent contained in clauses 4.1.1 to 4.1.8 (inclusive), the representatives of the Parties and the Escrow Agent shall have met at the offices of the regional manager of the DMR: Welkom, at which meeting –

4.1.9.1 Harmony shall procure that the Deed of Abandonment is executed; and immediately thereafter;

4.1.9.2 Harmony and Wits Gold shall procure that the Deed of Mining Right Amendment and the Deed of Prospecting Right Amendment

2

respectively are executed.”

4 SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum or unless otherwise agreed in writing between the Parties, all the terms and conditions of the Mining Right Abandonment Agreement shall mutatis mutandis continue to apply.

5 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.

6 SIGNATURE

6.1 This Addendum is signed by the Parties on the dates and at the places indicated below.

6.2 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

6.3 The persons signing this Addendum in a representative capacity warrant their authority to do so.

SIGNED at Randfontein on 18 October 2011.

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

A. J. Boschoff

Name of Signatory

Executive

Designation of Signatory

3

SIGNED at Johannesburg on 7 October 2011.

For and on behalf of

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

/s/

Signature

D. M. Urquhart

Name of Signatory

Financial Director

Designation of Signatory

4

THIRD ADDENDUM TO MINING RIGHT ABANDONMENT AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

1 INTERPRETATION

In this Addendum –

1.1 “Addendum” means this third addendum to the Mining Right Abandonment Agreement;

1.2 “Mining Right Abandonment Agreement” means the agreement headed “Mining Right Abandonment Agreement” entered into between the Parties on 3 September 2010, as amended by the –

1.2.1 first addendum to the Mining Right Abandonment Agreement entered into between the Parties on 11 November 2010; and

1.2.2 second addendum to the Mining Right Abandonment Agreement entered into between the Parties on 18 October 2011; and

1.3 words and expressions defined in the Mining Right Abandonment Agreement will have the same meanings and any reference to the words “clause” or “clauses” will refer to clauses of the Mining Right Abandonment Agreement.

2 INTRODUCTION

2.1 The Parties have agreed to extend the date for fulfilment of the Condition Precedent contained in clause 4.1.8.

2.2 The Parties wish to record their agreement in writing.

3 EXTENSION

The date for fulfilment of the Condition Precedent contained in clause 4.1.8 is hereby extended to 31 January 2012 in accordance with the provisions of clause 4.6.

4 SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum or unless otherwise agreed in writing between the Parties, all the terms and conditions of the Mining Right Abandonment Agreement shall mutatis mutandis continue to apply.

2

5 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.

6 SIGNATURE

6.1 This Addendum is signed by the Parties on the dates and at the places indicated below.

6.2 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

6.3 The persons signing this Addendum in a representative capacity warrant their authority to do so.

SIGNED at Sandton on 28 October 2011.

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

A. J. Boschoff

Name of Signatory

Executive

Designation of Signatory

3

SIGNED at                      on              2011.

For and on behalf of

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

/s/

Signature

D. M. Urquhart

Name of Signatory

Financial Director

Designation of Signatory

4

FOURTH ADDENDUM TO MINING RIGHT ABANDONMENT AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

1 INTERPRETATION

In this Addendum –

1.1 “Addendum” means this fourth addendum to the Mining Right Abandonment Agreement;

1.2 “Mining Right Abandonment Agreement” means the agreement headed “Mining Right Abandonment Agreement” entered into between the Parties on 3 September 2010, as amended by the –

1.2.1 first addendum to the Mining Right Abandonment Agreement entered into between the Parties on 11 November 2010;

1.2.2 second addendum to the Mining Right Abandonment Agreement entered into between the Parties on 18 October 2011; and

1.2.3 third addendum to the Mining Right Abandonment Agreement entered into between the Parties on 28 October 2011; and

1.3 words and expressions defined in the Mining Right Abandonment Agreement will have the same meanings and any reference to the words “clause” or “clauses” will refer to clauses of the Mining Right Abandonment Agreement.

2 INTRODUCTION

2.1 The Parties have agreed to extend the date for fulfilment of the Condition Precedent contained in clause 4.1.8.

2.2 The Parties wish to record their agreement in writing.

3 EXTENSION

The date for fulfilment of the Condition Precedent contained in clause 4.1.8 is hereby extended to 29 February 2012 in accordance with the provisions of clause 4.6.

4 SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum or unless otherwise agreed in writing between the Parties, all the terms and conditions of the Mining Right Abandonment

2

Agreement shall mutatis mutandis continue to apply.

5 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.

6 SIGNATURE

6.1 This Addendum is signed by the Parties on the dates and at the places indicated below.

6.2 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

6.3 The persons signing this Addendum in a representative capacity warrant their authority to do so.

SIGNED at Sandton on 27 January 2012.

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

3

SIGNED at Johannesburg on 26 January 2012.

For and on behalf of

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

/s/

Signature

D. M. Urquhart

Name of Signatory

Financial Director

Designation of Signatory

4

FIFTH ADDENDUM TO MINING RIGHT ABANDONMENT AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

1 INTERPRETATION

In this Addendum –

1.1 “Addendum” means this fifth addendum to the Mining Right Abandonment Agreement;

1.2 “Mining Right Abandonment Agreement” means the agreement headed “Mining Right Abandonment Agreement” entered into between the Parties on 3 September 2010, as amended by the –

1.2.1 first addendum to the Mining Right Abandonment Agreement entered into between the Parties on 11 November 2010;

1.2.2 second addendum to the Mining Right Abandonment Agreement entered into between the Parties on 18 October 2011;

1.2.3 third addendum to the Mining Right Abandonment Agreement entered into between the Parties on 28 October 2011; and

1.2.4 fourth addendum to the Mining Right Abandonment Agreement entered into between the Parties on 27 January 2012;

1.3 words and expressions defined in the Mining Right Abandonment Agreement will have the same meanings and any reference to the words “clause” or “clauses” will refer to clauses of the Mining Right Abandonment Agreement.

2 INTRODUCTION

2.1 The Parties have agreed to extend the date for fulfilment of the Condition Precedent contained in clause 4.1.8.

2.2 The Parties wish to record their agreement in writing.

3 EXTENSION

The date for fulfilment of the Condition Precedent contained in clause 4.1.8 is hereby extended to 30 March 2012 in accordance with the provisions of clause 4.6.

2

4 SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum or unless otherwise agreed in writing between the Parties, all the terms and conditions of the Mining Right Abandonment Agreement shall mutatis mutandis continue to apply.

5 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.

6 SIGNATURE

6.1 This Addendum is signed by the Parties on the dates and at the places indicated below.

6.2 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

6.3 The persons signing this Addendum in a representative capacity warrant their authority to do so.

SIGNED at Randfontein on 28 February 2012.

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Financial Director

Designation of Signatory

3

SIGNED at Johannesburg on 29 February 2012.

For and on behalf of

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

/s/

Signature

D. M. Urquhart

Name of Signatory

Financial Director

Designation of Signatory

4

SIXTH ADDENDUM TO MINING RIGHT ABANDONMENT AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

1 INTERPRETATION

In this Addendum –

1.1 “Addendum” means this sixth addendum to the Mining Right Abandonment Agreement;

1.2 “Mining Right Abandonment Agreement” means the agreement headed “Mining Right Abandonment Agreement” entered into between the Parties on 3 September 2010, as amended by the –

1.2.1 first addendum to the Mining Right Abandonment Agreement entered into between the Parties on 11 November 2010;

1.2.2 second addendum to the Mining Right Abandonment Agreement entered into between the Parties on 18 October 2011;

1.2.3 third addendum to the Mining Right Abandonment Agreement entered into between the Parties on 28 October 2011;

1.2.4 fourth addendum to the Mining Right Abandonment Agreement entered into between the Parties on 27 January 2012; and

1.2.5 fifth addendum to the Mining Right Abandonment Agreement entered into between the Parties on 29 February 2012;

1.3 words and expressions defined in the Mining Right Abandonment Agreement will have the same meanings and any reference to the words “clause” or “clauses” will refer to clauses of the Mining Right Abandonment Agreement.

2 INTRODUCTION

2.1 The Mining Right Abandonment Agreement is subject to the fulfilment of certain Conditions Precedent.

2.2 The Condition Precedent set out in clause 4.1.7 of the Mining Right Abandonment Agreement was not fulfilled by the required date and time for fulfilment thereof and accordingly the Mining Right Abandonment Agreement has failed to become of any force or effect and has lapsed.

2

2.3 The Parties have agreed to revive and to make certain amendments to the Mining Right Abandonment Agreement.

3 REVIVAL AND AMENDMENT

The Parties hereby revive the Mining Right Abandonment Agreement (and to the extent required hereby re-enter into the Mining Right Abandonment Agreement) and agree that it shall again be of full force and effect on the same terms and conditions, save that the Mining Right Abandonment Agreement is hereby amended by the –

3.1 deletion of clause 4.1.7 in its entirety and the substitution of the following the place therefore –

“by not later than 17h00 on 7 May 2012, Wits Gold has paid the Balance of the Purchase Consideration plus VAT on the full Consideration into the Escrow Account;”;

3.2 insertion of the following new clause after clause 4.1.7 –

“4.1.7A by not later than 17h00 on 31 July 2012, a consent to delete the Merriespruit South Area from the Mining Right has been granted by the Minister, either unconditionally or subject to such conditions as have been approved in writing between the Parties;”;

3.3 insertion of the clause number “4.1.7A” before the clause number “4.1.8” in clause 4.4; and

3.4 substitution of the clause numbers and word “4.1.1, 4.1.4 and 4.1.7” for the clause numbers and word “4.1.1 and 4.1.4” where they appear in clause 4.5.3.

4 SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum or unless otherwise agreed in writing between the Parties, all the terms and conditions of the Mining Right Abandonment Agreement shall mutatis mutandis continue to apply.

5 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.

3

6 SIGNATURE

6.1 This Addendum is signed by the Parties on the dates and at the places indicated below.

6.2 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

6.3 The persons signing this Addendum in a representative capacity warrant their authority to do so.

SIGNED at Johannesburg on 4 May 2012.

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Financial Director

Designation of Signatory

SIGNED at Johannesburg on 2 May 2012.

For and on behalf of

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED

/s/

Signature

D. M. Urquhart

Name of Signatory

Financial Director

Designation of Signatory

4

EX-4.22

Exhibit 4.22

AMENDED AND RESTATED SALE AGREEMENT

between

EVANDER GOLD MINES LIMITED

and

HARMONY GOLD MINING COMPANY LIMITED

and

TAUNG GOLD SECUNDA (PROPRIETARY) LIMITED (formerly PLURICLOX (PROPRIETARY) LIMITED)

and

TAUNG GOLD LIMITED

and

CLIDET NO. 790 (PROPRIETARY) LIMITED

and

CLIDET NO. 791 (PROPRIETARY) LIMITED

TABLE OF CONTENTS

1	PARTIES	1
2	INTERPRETATION	1
3	AMENDED AND RESTATED AGREEMENT	13
4	INTRODUCTION	13
5	TERMINATION	13
6	CONDITIONS PRECEDENT	14
7	HARMONY POWER OF ATTORNEY	17
8	APPLICATIONS	17
9	SALE	18
10	DEPOSIT AND PURCHASE CONSIDERATION PORTION	18
11	PAYMENT OF THE PURCHASE CONSIDERATION	19
12	EXECUTION OF THE DEEDS	19
13	RESOLUTIVE CONDITION	20
14	INTEREST	20
15	SALE LIABILITIES	21
16	DEEDS	22
17	SURFACE RIGHT PERMITS	22
18	CERTIFICATE OF REGISTRATION	22
19	SASOL AGREEMENT	23
20	FLOODING	24
21	INTERIM PERIOD ACTIVITIES	24
22	WARRANTIES	25
23	LIMITATION OF LIABILITY	27
24	GENERAL WARRANTIES	29
25	GUARANTEE BY TAUNG	30
26	CONFIDENTIALITY	30
27	PUBLICITY	32
28	SUPPORT	33
29	BREACH	33
30	DISPUTE RESOLUTION	34
31	NOTICES AND DOMICILIA	35
32	BENEFIT OF THE AGREEMENT	36
33	APPLICABLE LAW AND JURISDICTION	36
34	NEW LAWS	36
35	GENERAL	36
36	COSTS	38
37	SIGNATURE	38

ANNEXURES

ANNEXURE “1”: DEED OF ABANDONMENT

ANNEXURE “2”: DEED OF AMENDMENT

ANNEXURE “3”: DEED OF CESSION

ANNEXURE “4”: SPECIFIED MINING AREA DIAGRAM

ANNEXURE “5”: WARRANTIES

1 PARTIES

1.1 The Parties to this Agreement are –

1.1.1 Evander Gold Mines Limited;

1.1.2 Harmony Gold Mining Company Limited;

1.1.3 Taung Gold Secunda (Proprietary) Limited (formerly Pluriclox (Proprietary) Limited);

1.1.4 Taung Gold Limited;

1.1.5 Clidet No. 790 (Proprietary) Limited; and

1.1.6 Clidet No. 791 (Proprietary) Limited.

1.2 The Parties agree as set out below.

2 INTERPRETATION

2.1 In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

2.1.1 “2008 Agreements” means –

2.1.1.1 the sale of assets agreement entered into between the Seller and Clidet No. 790 (Proprietary) Limited on 29 February 2008;

2.1.1.2 the sale of assets agreement entered into between the Seller and Clidet No. 791 (Proprietary) Limited on 29 February 2008;

2.1.1.3 the right of access and use. agreement entered into between the Seller, Taung and Clidet No. 790 (Proprietary) Limited on 29 September 2008;

2.1.1.4 the right of access and use agreement entered into between the Seller, Taung and Clidet No. 791 (Proprietary) Limited on 29 September 2008;

2.1.1.5 the subscription agreement entered into between the Seller, Taung and Clidet No. 790 (Proprietary) Limited on 29 February 2008;

2.1.1.6 the subscription agreement entered into between the Seller, Taung and Clidet No. 791 (Proprietary) Limited on 29 February 2008;

1

2.1.1.7 the shareholders agreement entered into between the Seller, Taung and Clidet No. 790 (Proprietary) Limited on 29 February 2008;

2.1.1.8 the shareholders agreement entered into between the Seller, Taung and Clidet No. 791 (Proprietary) Limited on 29 February 2008; and

2.1.1.9 the joint venture agreement entered into between the Seller and Taung on 29 February 2008;

2.1.2 “Abandonment” means the abandonment by the Seller of the Specified Portion Mining Right in terms of section 56(f) of the MPRDA;

2.1.3 “AFSA” means the Arbitration Foundation of Southern Africa;

2.1.4 “Agreement” means this amended and restated sale agreement;

2.1.5 “Balance of the Purchase Consideration” means the Purchase Consideration, less the Purchase Consideration Portion and less the Deposit;

2.1.6 “Conditions Precedent” means the conditions precedent set out in clause 6;

2.1.7 “Deed of Abandonment” means a notarial deed of abandonment, giving effect to the Abandonment, substantially in the form of the draft attached hereto as annexure “1”, or such other form as may be agreed between the Parties;

2.1.8 “Deed of Amendment” means a notarial deed of amendment giving effect to the Mining Right Amendment, substantially similar to the draft attached hereto as annexure “2”, or such other form as may be agreed between the Parties;

2.1.9 “Deed of Cession” means a notarial deed of cession in respect of the Specified Portion, substantially similar to the draft attached hereto as annexure “3”, or such other form as may be agreed between the Parties;

2.1.10 “Deeds” means the Deed of Abandonment, the Deed of Amendment and the Deed of Cession;

2.1.11 “Deposit” means an amount of R20,000,000 (twenty million rand);

2.1.12 “DMR” means the Department of Mineral Resources, formerly the Department of Minerals and Energy;

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2.1.13 “Effective Date” means the date of execution of the Deeds;

2.1.14 “Environment” means the surroundings within which humans exist and that are made up of the land, water and atmosphere of the earth, all forms of life, ecological systems and the physical, chemical, aesthetic and cultural properties and conditions of the foregoing that influence human health and well-being;

2.1.15 “Environmental Law” means and includes all –

2.1.15.1 common law duties and rules, national, provincial and municipal legislation (including regulations and other subsidiary legislation) and self-executing provisions of international agreements approved by the Parliament of the Republic of South Africa, that are concerned with the protection or rehabilitation of the Environment, the use of natural resources (including land), and the maintenance of an Environment conducive to human health and well-being;

2.1.15.2 directives, orders or other instructions lawfully given by an organ of state or state functionary exercising powers under any provision referred to in clause 2.1.15.1; and

2.1.15.3 permits, authorisations and exemptions issued under any provision referred to in clause 2.1.15.1;

2.1.16 “Environmental Liabilities” means all and any liabilities and obligations in relation to –

2.1.16.1 all environmental disturbances and degradation, including the reclamation and remediation of all such environmental disturbances and degradation of whatsoever nature or kind, whether existing within or outside the Specified Mining Area, arising pursuant to or in connection with the conduct of mining and/or prospecting operations within the Specified Mining Area, of whatsoever nature or kind and whether the cause of action in respect thereof arose prior to or after the Effective Date;

2.1.16.2 water, whether existing within or outside the Specified Mining Area, arising pursuant to or in connection with the conduct of mining and/or prospecting operations within the Specified Mining Area, of whatsoever nature or kind, and whether the cause of action in respect thereof arose prior to or after the Effective Date; and

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2.1.16.3 all claims of third parties in relation to the Environmental Liabilities, of whatsoever nature or kind, and whether the cause of action in respect thereof arose prior to or after the Effective Date;

2.1.17 “Eskom” means Eskom Holdings Limited, registration number 2002/015527/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.1.18 “Evander 2 and/or 5 Shaft Operations” means the mining operations conducted by the Seller in respect of the shafts in, on and under the areas covered by the Evander Mining Right known as “Evander 2 Shaft” and “Evander 5 Shaft”;

2.1.19 “Evander 6 Shaft” means the mine owned by the Seller, the surface area of which is shaded in dark green on the Specified Mining Area Diagram, known as “Evander 6 Shaft” and includes the shafts known as “Evander No. 6 Shaft” and “No. 6 Vent Shaft” and the underground excavations;

2.1.20 “Evander 6 Shaft Surface Area” means the area covered by the Evander 6 Shaft Surface Right Permits;

2.1.21 “Evander 6 Shaft Surface Right Permits” means –

2.1.21.1 surface right permit number 5/97 re-registered on 14 April 2005 under registration number 626/05; and

2.1.21.2 surface right permit number 135/93 re-registered on 14 April 2005 under registration number 627/05;

in respect of Evander 6 Shaft;

2.1.22 “Evander infrastructure and Equipment” means all buildings and associated fixtures and fittings and all mining related equipment on the Specified Mining Area on the Original Signature Date, but specifically excludes the Excluded Sale Assets;

2.1.23 “Evander Mining Right” means the mining right with file number MP30/5/1/1/2/126MR which was granted to Evander in terms of section 23 of the MPRDA, read together with item 7 of schedule II to the MPRDA, and which was notarially executed in Witbank on 29 April 2008 before William Daniel Nortje, a copy of which has been provided to the Purchaser;

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2.1.24 “Excluded Assets” means the headgears and winder house on the Specified Mining Area, which have been disposed of to, and are accordingly owned by, Impala;

2.1.25 “Excluded Assets Sale Agreements” means an agreement between the Seiler and –

2.1.25.1 Impala for the sale of the Excluded Assets by Impala to the Seller; and

2.1.25.2 the Purchaser for the sale of the Excluded Assets by the Seller to the Purchaser;

2.1.26 “Harmony” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, a limited liability public company duly incorporated in the Republic of South Africa, and which is the holding company of Evander;

2.1.27 “Harmony Trust” means the Harmony Gold Environmental Trust, MR No. 8785/99;

2.1.28 “Impala” means Impala Platinum Limited, registration number 1952/071942/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.1.29 “Long-Stop Date” means 29 June 2012;

2.1.30 “Mining Right Amendment” means the amendment of the Evander Mining Right by the deletion therefrom of the Specified Portion arising as a result of the grant of the Specified Portion Mining Right;

2.1.31 “Mining Titles Office” means the Mining Titles Office contemplated in section 2 of the MTRA;

2.1.32 “Minister” means the Minister of Mineral Resources, and includes any person to whom the Minister has delegated powers and functions in terms of section 103 of the MPRDA;

2.1.33 “MPRDA” means the Mineral and Petroleum Resources Development Act, 2002;

2.1.34 “MTRA” means the Mining Titles Registration Act, 1967;

2.1.35 “New Rehabilitation Trust” means the new rehabilitation trust to be established by the Purchaser to make provision for the Rehabilitation Liabilities as set out in clause 15;

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2.1.36 “Original Sale Agreement” means the sale agreement entered into between the Parties on 10 September 2010, as amended by the –

2.1.36.1 first addendum entered into between the Parties on or about 8 November 2010;

2.1.36.2 second addendum entered into between the Parties on or about 3 January 2011;

2.1.36.3 third addendum entered into between the Parties on or about 9 March 2011;

2.1.36.4 fourth addendum entered into between the Parties on 21 April 2011;

2.1.36.5 fifth addendum entered into between the Parties on 19 July 2011;

2.1.36.6 sixth addendum entered into between the Parties on 27 January 2012;

2.1.36.7 seventh addendum entered into between the Parties on 14 March 2012;

2.1.37 “Original Signature Date” means the date on which the last of the Parties signed the Original Sale Agreement, being 30 June 2010;

2.1.38 “Parties” means the parties to this Agreement;

2.1.39 “Payment Date” means the 3^rd (third) business day after the date on which the last of the Conditions Precedent is fulfilled or waived, as the case may be;

2.1.40 “Prime Rate” means the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365 (three hundred and sixty five) day year irrespective of whether or not the year is a leap year, from time to time published by Absa Bank Limited as being its prime overdraft rate, as certified by any representative of that bank whose appointment and designation it shall not be necessary to prove;

2.1.41 “Purchase Consideration” means an amount of R225,000,000 (two hundred and twenty five million rand), plus VAT thereon, payable by the Purchaser to the Seller in accordance with the provisions of clause 11;

2.1.42 “Purchase Consideration Portion” means an amount equal to R100,000,000 (one hundred million rand);

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2.1.43 “Purchaser” means Taung Gold Secunda (Proprietary) Limited (formerly Pluriclox (Proprietary) Limited), registration number 2010/014581/07, a limited liability private company duly incorporated in the Republic of South Africa;

2.1.44 “Purchaser’s Designated Account” means the bank account nominated by the Purchaser, the details of which are set out below, or such other account as the Purchaser may designate in writing on 5 (five) business days notice to the Seller –

Name of Account:	Taung Gold Limited
Bank:	Absa Bank Limited
Branch:	Centurion
Branch Code:	632 005
Account Number:	407 199 5648

2.1.45 “Rehabilitation Guarantee” means the existing guarantee issued by the Seller in favour of the DMR in respect of, inter alia, the rehabilitation of the Specified Mining Area;

2.1.46 “Rehabilitation Liabilities” means the Seiler’s obligations to rehabilitate all environmental disturbances, including health and pollution, and degradation existing in, on and under the Specified Mining Area and the Evander 6 Shaft Surface Right Area, whether such obligations arose prior to or after the Effective Date, and shall include –

2.1.46.1 all restoration, anti-pollution measures, anti-flooding measures, making safe, rehabilitation, compliance with the terms of any rehabilitation plans and/or programs approved by the DMR;

2.1.46.2 compliance with all Environmental Laws; and

2.1.46.3 the obtaining of the relevant certificate in terms of section 43 of the MPRDA.

2.1.47 “Sale” means the sale of the Sale Assets by the Seller to the Purchaser in terms of this Agreement;

2.1.48 “Sale Assets” means –

2.1.48.1 the Evander 6 Shaft;

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2.1.48.2 the Evander Infrastructure and Equipment and all associated diagrams and plans (if any);

2.1.48.3 all geological data in respect of the Specified Mining Area including all available reports and drill cores;

2.1.48.4 the Specified Portion;

2.1.48.5 the Evander 6 Shaft Surface Right Permits; and

2.1.48.6 all plans required to be maintained by the Seller in terms of the Mine, Health and Safety Act, 1996 in respect of the Specified Mining Area (if any),

but specifically excludes the Excluded Assets;

2.1.49 “Sale Liabilities” means the –

2.1.49.1 Rehabilitation Liabilities; and

2.1.49.2 Environmental Liabilities;

2.1.50 “Sasol” means Sasol Group Services (Proprietary) Limited, registration number 2006/011591/07, a limited liability private company duly incorporated in the Republic of South Africa;

2.1.51 “Sasol Agreement” means the agreement of lease entered into between Harmony and Sasol during June 2010, a copy of which has been provided to the Purchaser;

2.1.52 “Section 11 Application” means the application for the Section 11 Consent;

2.1.53 “Section 11 Consent” means the approval of the Minister for the transfer of the Specified Portion from the Seller to the Purchaser in terms of section 11 of the MPRDA;

2.1.54 “Seller” means Evander Gold Mines Limited, registration number 1963/006226/06, a limited liability public company duly incorporated in the Republic of South Africa, and which is a wholly owned subsidiary of Harmony;

2.1.55 “Seller’s Attorneys” means Cliffe Dekker Hofmeyr Incorporated, registration number 2008/018923/21, a firm of attorneys duly incorporated as a private company in the Republic of South Africa;

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2.1.56 “Seller’s Attorneys Designated Account” means the following account of the Seller’s Attorneys –

Name of Account:	Cliffe Dekker Hofmeyr Inc.
Bank:	Nedbank Limited
Branch:	Johannesburg
Branch Code:	1979 05
Account Number:	1979 312 176

2.1.57 “Seller’s Designated Account” means the bank account nominated by the Seller, the details of which are set out below, or such other account as the Seller may designate in writing on 5 (five) business days notice to the Purchaser –

Name of Account:	Harmony Gold Mining Company Current Account
Bank:	Nedbank Limited
Branch:	Corporate Client Services
Branch Code:	145405
Account Number:	1454115866

2.1.58 “Signature Date” means the date of signature of this Agreement by the Party last signing;

2.1.59 “Specified Mining Area” means the area outlined in red on the Specified Mining Area Diagram;

2.1.60 “Specified Mining Area Diagram” means the diagram attached hereto as annexure “4”;

2.1.61 “Specified Portion” means that portion of the Evander Mining Right which covers the Specified Mining Area;

2.1.62 “Specified Portion Mining Right” means a mining right over the Specified Portion;

2.1.63 “Specified Portion Mining Right Application” means the application for the grant of the Specified Portion Mining Right;

2.1.64 “Taung” means Taung Gold Limited, registration number 2004/023942/06, previously known as Taung Gold Holdings (Proprietary) Limited, a limited liability public company duly incorporated in the Republic of South Africa;

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2.1.65 “TD5 Form” means a TD5 form completed by or on behalf of the Purchaser and the Seller, in terms of which application is made to the South African Revenue Service for an exemption from the payment of transfer duty in regard to the transfer of the Sale Assets from the Seller to the Purchaser;

2.1.66 “VAT” means value-added tax as levied from time to time in terms of the VAT Act;

2.1.67 “VAT Act” means the Value-Added Tax Act 89 of 1991;

2.1.68 “Warranties” means the warranties in annexure “5” and otherwise expressly given by the Seiler to the Purchaser in terms of this Agreement; and

2.1.69 “Winkelhaak” means Winkelhaak Mines Limited, registration number 1955/003606/06, a limited liability public company duly incorporated in the Republic of South Africa, and which is a wholly owned subsidiary of the Seller.

2.2 In this Agreement –

2.2.1 clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

2.2.2 an expression which denotes –

2.2.2.1 any gender includes the other genders;

2.2.2.2 a natural person includes a juristic person and vice versa;

2.2.2.3 the singular includes the plural and vice versa; and

22.2.4 a Party includes a reference to that Party’s successors in title and assigns allowed at law.

2.3 Any reference in this Agreement to –

2.3.1 “business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;

2.3.2 “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;

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2.3.3 “law” means any law of general application and includes the common law and any statute, constitution, decree, treaty, regulation, directive, ordinance, by-law, order or any other enactment of legislative measure of government (including local and provincial government) statutory or regulatory body which has the force of law;

2.3.4 “person” means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality; and

2.3.5 “writing” means legible writing and in English and excludes any form of electronic communication contemplated in the Electronic Communications and Transactions Act, No 25 of 2002.

2.4 The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

2.5 Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 2 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.

2.6 The terms “holding company” and “subsidiary” shall bear the meanings assigned thereto in the Companies Act, 1973.

2.7 Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

2.8 Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

2.9 A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

2.10 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

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2.11 If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately succeeding business day.

2.12 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

2.13 The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

2.14 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

2.15 No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.

2.16 The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if any of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

2.17 Any reference in this Agreement to “this Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.

2.18 This Agreement incorporates the annexures which annexures snail have the same force and effect as if set out in the body of this Agreement. In this Agreement the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Agreement.

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3 AMENDED AND RESTATED AGREEMENT

3.1 This Agreement amends and restates the Original Sale Agreement entered into between the Parties with effect from the date of signature of this Agreement by the Party last signing, the Original Sale Agreement being deemed to have been re-entered into on the terms and conditions contained in this Agreement.

3.2 The Parties acknowledge and agree that, as at the Signature Date, the Conditions Precedent contained in clauses 6.1.1 to 6.1.4 (inclusive) have been timeously fulfilled.

4 INTRODUCTION

4.1 The Seller is the holder of the Specified Portion and the Evander 6 Shaft Surface Right Permits and the owner of the other Sale Assets.

4.2 The Purchaser wishes to purchase the Sale Assets from the Seller and the Seller has agreed to sell the Sale Assets to the Purchaser with effect from the Effective Date, on the terms and subject to the conditions herein contained.

4.3 The Parties wish to record in writing their agreement in respect of the above and matters ancillary thereto.

5 TERMINATION

5.1 The Parties acknowledge that the implementation of both this Agreement and the 2008 Agreements will not be possible.

5.2 The 2008 Agreements (other than the right of access and use agreements referred to in clauses 2.1.1.3 and 2.1.1.4) are hereby suspended with effect from the Original Signature Date, save that Taung will still be obliged to exercise its rights, and will likewise be obliged to perform its obligations, in respect of the PFS and the BFS (as those terms are described in the 2008 Agreements) (“Taung Rights and Obligations”).

5.3 In the event that the date for fulfilment of the Condition Precedent contained in clause 6.1.5 is extended in terms of this Agreement, the date of implementation of the 2008 Agreements will unless otherwise agreed in writing between the Parties, be extended for the same period.

5.4 In the event that this Agreement –

5.4.1 fails to become unconditional in accordance with its terms, the suspension of the 2008 Agreements will be automatically lifted and the parties to the relevant 2008 Agreements will be obliged to forthwith comply with all of their obligations, and will be entitled to exercise all of their rights, under such agreements; or

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5.4.2 becomes unconditional in accordance with its terms, the 2008 Agreements will be automatically terminated with effect from the Effective Date and the parties to the 2008 Agreements will have no further rights or obligations under those agreements.

6 CONDITIONS PRECEDENT

6.1 Save for clauses 1 to 8, clause 10, clauses 19, 20 and 21 and clauses 23 to 37, all of which will become effective immediately, this Agreement is subject to the fulfilment of the Conditions Precedent that –

6.1.1 on or before 17h00 on the 3^rd (third) business day after the Original Signature Date, the Purchaser has paid the Deposit into the Seller’s Attorneys Designated Account;

6.1.2 by not later than 17h00 on the 20^th (twentieth) business day after the Original Signature Date, the Seller has received a copy of resolutions of the boards of directors of the Purchaser and Taung, in a form and substance reasonably acceptable to the Seller –

6.1.2.1 approving and, where applicable, ratifying the entering into of the Original Sale Agreement;

6.1.2.2 authorising a specified person or persons to execute the Original Sale Agreement and, where applicable, ratifying the execution of the Original Sale Agreement by such specified person or persons; and

6.1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Original Sale Agreement, including the TD5 Form;

6.1.3 by not later than 17h00 on the 20^th (twentieth) business day after the Original Signature Date, the Purchaser has received a copy of resolutions of the board of directors of the Seiler, in a form and substance reasonably acceptable to the Purchaser –

6.1.3.1 approving and, where applicable, ratifying the entering into of the Original authorising a specified person or persons to execute the Original Sale Agreement;

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6.1.3.2 authorizing a specified person or persons to execute the Original Sale Agreement and, where applicable, ratifying the execution of the Original Sale Agreement by such specified person or persons; and

6.1.3.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Original Sale Agreement, including the TD5 Form;

6.1.4 by not later than 17h00 on the 60^th (sixtieth) day after the Original Signature Date, the Purchaser has acquired the Excluded Assets; and

6.1.5 by not later than 17h00 on 30 April 2012, the Section 11 Consent has been granted by the Minister.

6.2 The Condition Precedent contained in clause 6.1.4 will be deemed to have been fulfilled and the Purchaser will be obliged to acquire the Excluded Assets from the Seller, on the same terms and conditions as those on which the Seller acquired the Excluded Assets from impala, whether or not the Excluded Assets Sale Agreements have been entered into, provided that the purchase consideration payable by the Purchaser to the Seller for the Excluded Assets is not more than R5,000,000 (five million rand), excluding VAT.

6.3 The Purchaser shall use commercially reasonable endeavours to procure the fulfilment of the Conditions Precedent contained in clauses 6.1.1 and 6.1.2 as soon as reasonably possible-after the Original Signature Date.

6.4 The Seller shall use commercially reasonable endeavours to procure the fulfilment of the Condition Precedent contained in clause 6.1.3, as soon as reasonably possible after the Original Signature Date.

6,5 The Purchaser and the Seller shall use their commercially reasonable endeavours and will co-operate in good faith to procure the fulfilment of the Conditions Precedent contained in clauses 6.1.4 and 6.1.5 as soon as reasonably possible after the Original Signature Date.

6.6 In complying with its obligation to use commercially reasonable endeavours to procure the fulfilment of the Condition Precedent contained in clause 6.1.4, the Purchaser shall endeavour to procure that the Excluded Assets Sale Agreements are entered into. However, in the event that Impala insists on a purchase consideration in excess of R5,000,000 (five million rand), excluding VAT, for the

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Excluded Assets, the Purchaser shall be obliged to negotiate directly with Impala for the acquisition of the Excluded Assets and the Seller shall have no further obligation to use commercially reasonable endeavours to procure the fulfilment of the said Condition Precedent.

6.7 The Conditions Precedent set out in –

6.7.1 clauses 6.1.1 and 6.1.2 have been inserted for the benefit of the Seller and Harmony, and Harmony will be entitled to waive fulfilment of any or all of the said Conditions Precedent, in whole or in part, on written notice to the Purchaser prior to the expiry of the relevant time period set out in those clauses (or such later date or dates as may be extended in terms of clause 6.8 and/or such later date or dates as may be agreed in writing between the Purchaser and Harmony before the aforesaid date or dates);

6.7.2 clauses 6.1.3 and 6.1.4 have been inserted for the benefit of the Purchaser which will be entitled to waive fulfilment of either or both of the said Conditions Precedent, in whole or in part, on written notice to the Seiler and Harmony prior to the expiry of the relevant time period set out in those clauses (or such later date or dates as may be extended in terms of clause 6.8 and/or such later date or dates as may be agreed in writing between the Purchaser and Harmony before the aforesaid dates); and

6.7.3 clause 6.1.5 is not capable of being waived.

6.8 Harmony shall be entitled from time to time to extend the due date for fulfilment of any or ail of the Conditions Precedent by written notice to that effect to the Purchaser, provided however that the aggregate of such extensions in respect of any of the Conditions Precedent shall not be more than 12 (twelve) months.

6.9 The Purchaser shall be entitled from time to time to extend the due date for fulfilment of the Condition Precedent contained in clause 6.1.5 by written notice to that effect to the Seller and Harmony, provided however that the aggregate of such extensions in respect of such Condition Precedent shall not be more than 60 (sixty) business days.

6.10 Unless all the Conditions Precedent have been fulfilled or waived by not later than the relevant dates for fulfilment thereof set out in clause 6.1 (or such later date or dates as may be extended in terms of clause 6.8 and/or such later date or dates as may be agreed in writing between the Purchaser and Harmony

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before the aforesaid date or dates) the provisions of this Agreement, save for clauses 1 to 7 and clauses 23 to 27 and clauses 29 to 37 which will remain of full force and effect, will never become of any force or effect and the status quo ante will be restored as near as may be possible and none of the Parties will have any claim against the others in terms hereof or arising from the failure of the Conditions Precedent, save for any claims arising from a breach of clause 6.3, 6.4 and/or clause 6.5.

7 HARMONY POWER OF ATTORNEY

7.1 The Purchaser acknowledges having been advised that –

7.1.1 the Seller has irrevocably and in rem suam nominated, constituted and appointed Harmony (and all executive directors and managerial employees of Harmony from time to time) with full power of substitution to be its lawful attorneys and agents, in its name, place and stead to –

7.1.1.1 make all such decisions as he/she deems necessary in connection with the Original Sale Agreement and this Agreement;

7.1.1.2 sign all documents or agreements amplifying, amending, varying and/or reinstating the Original Sale Agreement and this Agreement (including without limitation negotiating and/or settling the terms of any such documents or agreements amending and/or replacing this Agreement, or any provisions thereof);

7.1.1.3 do all such things as may be necessary to procure the extensions of all or any of the remaining Conditions Precedent; and

7.1.1.4 do all such things and sign all such documents as may be necessary for and incidental to the fulfilment of the remaining Conditions Precedent and the implementation of the Original Sale Agreement and this Agreement.

7.2 The Purchaser irrevocably accepts the authority of Harmony (and all executive directors and managerial employees of Harmony from time to time) under the power of authority referred to in clause 7.1.

8 APPLICATIONS

8.1 The Parties confirm that the Specified Portion Mining Right Application has been submitted to the DMR. For the purposes of obtaining the grant of the Specified Portion Mining Right to the Seller, the Purchaser undertakes, by not later than

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the 60 (sixty) business day after the Signature Date to furnish a guarantee in respect of the Rehabilitation Liabilities to the DMR, on terms and conditions acceptable to the DMR.

8.2 The Parties record that the Section 11 Application was submitted by the Purchaser to the DMR on 5 October 2011.

8.3 The Parties shall do everything reasonably required by the DMR in order to enable the Section 11 Application to be dealt with, to the extent that it is within its power to do so.

9 SALE

9.1 The Seller hereby sells to the Purchaser, which hereby purchases, the Sale Assets, as one indivisible transaction, for the Purchase Consideration.

9.2 Notwithstanding the Original Signature Date, the Signature Date and the Payment Date, the Sale will take place on the Effective Date and ownership of and risk in, and benefit attaching to, the Sale Assets, will, against payment by, or on behalf of the Purchaser of the Purchase Consideration in terms of clause 11, pass to the Purchaser on the Effective Date.

10 DEPOSIT AND PURCHASE CONSIDERATION PORTION

10.1 As at the Signature Date, the Purchaser has paid the –

10.1.1 Deposit to the Seller’s Attorney; and

10.1.2 Purchase Consideration Portion to Harmony.

10.2 In the event that the Conditions Precedent are not fulfilled or, where applicable, waived, by the due dates for fulfilment thereof, the –

10.2.1 Seller’s Attorneys shall, within 3 (three) business days after receipt by the Seller’s Attorney of a joint instruction from the Seller and the Purchaser, pay an amount equal to the Deposit and all interest accrued thereon to the Purchaser; and

10.2.2 Harmony shall, within 3 (three) business days after the joint instruction referred to in clause 10.2.1 has been received by the Seller’s Attorneys, pay an amount equal to the Purchase Consideration Portion to the Purchaser.

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10.3 In the event that the Seller’s Attorneys receive written confirmation from the Seller and the Purchaser that all of the Conditions Precedent are fulfilled or, where applicable, waived, by the due dates for fulfilment thereof –

10.3.1 the Seller’s Attorneys shall pay an amount equal to the Deposit to the Seller on the Payment Date, or within 3 (three) business days from such later date as the Seller’s Attorneys may receive the written confirmation from the Seller and the Purchaser, and an amount equal to the interest accrued on the Deposit to the Purchaser; and

10.3.2 Harmony shall pay an amount equal to the interest accrued on the Purchase Consideration Portion to the Purchaser,

by electronic transfer of immediately available and freely transferable funds into the Seller’s Designated Account and the Purchaser’s Designated Account, respectively, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa.

11 PAYMENT OF THE PURCHASE CONSIDERATION

11.1 The Deposit and the Balance of the Purchase Consideration shall be paid as follows, an amount equal to the –

11.1.1 Deposit held in escrow by the Seller’s Attorneys, to the Seller by the Seller’s Attorneys for and on behalf of the Purchaser in accordance with the provisions of clause 10; and

11.1.2 Balance of the Purchase Consideration by the Purchaser to the Seller on the Payment Date.

11.2 All payments to be made in terms of this Agreement will be made by electronic transfer of immediately available and freely transferable funds to the Seller’s Designated Account or the Purchaser’s Designated Account, as the case may be, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa.

12 EXECUTION OF THE DEEDS

12.1 Subject to the –

12.1.1 payment by the Purchaser of the Balance of the Purchase Consideration on the Payment Date in accordance with the provisions of clause 11; and

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12.1.2 grant of the Specified Portion Mining Right by the Minister to the Seller in terms of section 23 of the MPRDA,

12.1.3 the Seller and the Purchaser shall as soon as reasonably possible after the Payment Date procure that the Deeds are executed.

12.2 The Parties record and agree that notwithstanding anything to the contrary contained in this Agreement, the Seller shall not be obliged to execute any one of the Deeds before payment of the Balance of the Purchase Consideration has been made by the Purchaser.

13 RESOLUTIVE CONDITION

13.1 This Agreement is subject to the resolutive condition that if, by the Long-Stop Date, the Deeds have not been executed as contemplated in clause 12, then this Agreement, save for clauses 1 to 4, clause 11, this clause 13 and clauses 22 to 37, shall cease to be of any force or effect and the Seller and/or Harmony shall pay the Purchase Consideration and all interest accrued thereon to the Purchaser into the Purchaser’s Designated Account by not later than 6 July 2012, provided that if the reason for the Deeds not being executed by the Long-Stop Date is that the Purchaser has failed to pay the Balance of the Purchase Consideration on the Payment Date, the Purchaser shall forfeit the Deposit and all interest accrued thereon and the Seller shall therefore be entitled to retain such Deposit and all interest accrued thereon, without prejudice to the Seller’s rights in law, by way of pre-estimated liquidated damages.

13.2 Each of Harmony and the Purchaser shall be entitled from time to time to extend the Long-Stop Date by written notice to that effect to the other of them, provided however that the aggregate of such extensions by each of Harmony and the Purchaser shall not be more than 3 (three) months.

14 INTEREST

Should any payment under or arising from this Agreement fail to be made on the due date thereof then, without prejudice to such other rights as may accrue to the payee consequent upon such failure, such overdue amounts will bear interest at the Prime Rate, from the due date for payment to the date of actual payment, both dates inclusive.

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15 SALE LIABILITIES

15.1 The Seller hereby delegates the Sale Liabilities to the Purchaser, and the Purchaser hereby assumes the Sale Liabilities, with effect from the Effective Date.

15.2 The Purchaser undertakes to discharge the Sale Liabilities as and when they fall due.

15.3 The Purchaser shall as soon as reasonably possible after the Signature Date, procure that the New Rehabilitation Trust has been established and that letters of authority have been issued to the trustees by the Master of the High Court.

15.4 The Seller will, as soon as possible after the issue of the letters of authority to the trustees of the New Rehabilitation Trust, and in any event by no later than 60 (sixty) days thereafter, procure the transfer from the Harmony Trust to the New Rehabilitation Trust, the full amount which has been provided in the Harmony Trust for the Rehabilitation Liabilities, together with any growth in such amount between the Original Signature Date and the date of transfer of the amount, subject to the following –

15.4.1 the New Rehabilitation Trust shall be a separate fund in respect of the Rehabilitation Liabilities and shall not be used for any other purpose;

15.4.2 the trust deed of the New Rehabilitation Trust will not be amended without the Seller’s prior written approval;

15.4.3 the Seller shall have the right from time to time, until the 1^st (first) anniversary of the Effective Date, to appoint a trustee to the New Rehabilitation Trust and, for so long as the Seller has an appointed trustee, no payment shall be made from the New Rehabilitation Trust unless the trustee appointed by the Seller consents thereto in writing, which consent shall not be unreasonably withheld;

15.4.4 the Purchaser will deposit amounts into the New Rehabilitation Trust as agreed with the DMR. To the extent that any contributions to the New Rehabilitation Trust are in arrears after the Effective Date, the Purchaser hereby undertakes that it shall not distribute any cash from its business, in any form or manner whatsoever, until such arrears have been extinguished; and

15.4.5 the Purchaser will provide the Seller, on an annual basis, with an estimate of the Rehabilitation Liabilities, details of all amounts paid into or by the New Rehabilitation Trust and a copy of the accounts of the New Rehabilitation Trust.

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15.5 The Seller warrants that, as at 30 June 2010, the amount which has been provided in the Harmony Trust for the Rehabilitation Liabilities is not less than R10,339,590 (ten million three hundred and thirty nine thousand five hundred and ninety rand).

15.6 The Purchaser hereby indemnifies the Seller against and shall hold it harmless from all claims, liability, damage, loss, penalty, expense and cost (including legal costs on an attorney and own client scale, clean-up costs and reasonable expert fees) of any nature whatsoever which the Seller may sustain as a result of or attributable to all or any Sale Liabilities and/or in respect of the Rehabilitation Guarantee, with effect from the Effective Date.

16 DEEDS

Forthwith after the execution of the Deeds in terms of clause 12, the Seller shall procure that the Deeds are lodged for registration in terms of the MTRA within the 30 (thirty) day period contemplated in section 11 (4) of the MPRDA

17 SURFACE RIGHT PERMITS

17.1 The Seller will use its reasonable commercial endeavours to procure that the Evander 6 Shaft Surface Right Permits are transferred from Winkelhaak to the Seller as soon as possible.

17.2 Following the transfer of the Evander 6 Shaft Surface Right Permits into the name of the Seller, transfer of the Evander 6 Shaft Surface Right Permits into the name of the Purchaser shall be given to the Purchaser as soon as reasonably possible thereafter but in any event after the Effective Date, provided the Purchaser has paid the costs of and incidental to the transfer of the Evander 6 Shaft Surface Right Permits into the name of the Purchaser. Transfer shall be effected by the Seller’s Attorneys. The Purchaser and the Seller shall on request from the Seller’s Attorneys, sign all documents required to be signed by the Seller’s Attorneys in order that transfer of the Evander 6 Shaft Surface Right Permits may be effected.

18 CERTIFICATE OF REGISTRATION

After the Effective Date –

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18.1 the Seller will make application to amend the Seller’s certificate of registration granted under the National Nuclear Regulator Act, 1999 to exclude the Specified Mining Area; and

18.2 the Purchaser will make application to be granted a certificate of registration under the National Nuclear Regulator Act, 1999 in respect of the Specified Mining Area.

19 SASOL AGREEMENT

19.1 It is recorded that the storage tanks which are leased to Sasol in terms of the Sasol Agreement form part of the Evander Infrastructure and Equipment.

19.2 Harmony hereby assigns its rights and obligations under the Sasol Agreement to the Purchaser with effect from the Effective Date, which will take over and complete the Sasol Agreement for its own account. The Purchaser hereby irrevocably and unconditionally accepts such assignment.

19.3 The Purchaser undertakes, prior to the Effective Date, to use its reasonable endeavours to procure the consent of Sasol to the assignment of the Sasol Agreement to the Purchaser, with effect from the Effective Date.

19.4 The Purchaser shall fully comply with the Sasol Agreement from the Effective Date, at its cost.

19.5 Should Sasol fail or refuse to give its consent as aforesaid where such consent is a requirement for such assignment –

19.5.1 Harmony hereby, with effect from the Effective Date, appoints the Purchaser as its sub-contractor on the basis that the Purchaser will indemnify and hold harmless Harmony against all and any claims which may be made against Harmony arising from any act or omission of the Purchaser in respect of such sub-contracted work. Any work so performed by the Purchaser shall be for the profit or loss of the Purchaser; and

19.5.2 the Sasol Agreement shall not be amended or extended without Harmony’s prior written consent, it being agreed that the Sasol Agreement shall terminate on 31 March 2013, as provided for therein.

19.6 Should for any reason it not be possible for the Parties to implement clause 19.5, the Parties shall forthwith meet and in good faith agree an alternative solution which will achieve the same or substantially the same commercial result for the Purchaser and Harmony.

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19.7 The Purchaser hereby indemnifies Harmony and holds it harmless against any and all claims which may be made against it and all liabilities which may be incurred by Harmony under the Sasol Agreement, but only in respect of claims, the cause of action of which arises after the Effective Date.

20 FLOODING

20.1 The Seller has closed the Evander 2 and 5 Shaft Operations, which closure has resulted in the cessation of water pumping activities in respect of the Evander 2 and 5 Shaft Operations (“Water Pumping Activities”), which may in turn cause, inter alia, the flooding of the unused underground operations in the Specified Mining Area.

20.2 The Purchaser hereby, irrevocably and unconditionally –

20.2.1 accepts all risk, insofar as it relates to the Specified Mining Area, and in particular the unused underground operations of the Specified Mining Area;

20.2.2 indemnifies the Seller against and shall hold it harmless from ail claims, liability, damage, loss, penalty, expense and cost (including legal costs on an attorney and own client scale, clean-up costs and reasonable expert fees) of any nature whatsoever which the Purchaser may sustain as a result of the closure of the Evander 2 and 5 Shaft Operations by the Seller and/or the cessation of the Water Pumping Activities; and

20.2.3 undertakes not to lodge any objection, of any nature whatsoever in respect of the closure of the Evander 2 and 5 Shaft Operations by the Seller and/or the cessation of the Water Pumping Activities.

21 INTERIM PERIOD ACTIVITIES

21.1 The Seller shall procure that from the Original Signature Date until the Effective Date, no activities shall be conducted on or under the Specified Mining Area (save to the extent required by law, in terms of the provisions of this Agreement, the Evander Mining Right, the Specified Portion Mining Right or any mining works programme or environmental management programme in respect of the Evander Mining Right, the Specified Portion Mining Right and/or the Specified Mining Area) without obtaining the prior written consent of the Purchaser, which consent may not be unreasonably withheld or delayed.

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21.2 The Seller and the Purchaser hereby agree not to submit any written document to the DMR, local authorities or public utilities in respect of this Agreement and/or the Sale Assets without first having furnished a draft of the document to the other Party and thereafter having consulted with the other Party at least 2 (two) business days prior to submission of the documentation to the DMR, local authorities or public utilities in order to enable them in good faith to attempt to agree the content of such written document, provided that, if agreement is not reached within the said 2 (two) business day period, the Party wishing to submit the written document shall be entitled in any event to do so.

22 WARRANTIES

22.1 Subject to the limitations and qualifications set out in this clause 22, the Seller hereby gives to and in favour of the Purchaser the Warranties more fully set out in this Agreement and in annexure “5”. Each Warranty will –

22.1.1 be a separate Warranty and, except as expressly provided in this Agreement, will in no way be limited or restricted by reference to or inference from the terms of any other Warranty or by any other words in this Agreement;

22.1.2 insofar as it is promissory or relates to a future event, be deemed to have been given as at the date of fulfilment of the promise or future happening of the event, as the case may be; and

22.1.3 be given as at the Original Signature Date, the Payment Date and the Effective Date.

22.2 The Warranties are limited and qualified –

22.2.1 to the extent to which disclosure of any fact or circumstance giving rise to such limitation or qualification has been made in –

22.2.1..1 any other document provided by the Seller or any of its officers, employees, agents or advisers to the Purchaser or any of its representatives in respect of the Sale Assets; and

22.2.1.2 any publicly available information;

22.2.2 by anything which arises as a result of any change in any applicable law or in its interpretation; and

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22.2.3 by anything to the extent that it is within the actual knowledge of the Purchaser or that the Purchaser ought reasonably have known after making due enquiries.

22.3 The Purchaser acknowledges and warrants that –

22.3.1 as at the Signature Date, it does not know of, or have any ground to suspect, anything which may be, or would with the lapse of time or giving of notice, or both, be likely to become, a breach of any Warranty;

22.3.2 no warranties have been made by the Seller to the Purchaser –

22.3.2.1 regarding the validity of the process to obtain the Specified Portion Mining Right and the transfer of the Specified Portion Mining Right from the Seller to the Purchaser; and

22.3.2.2 that the Specified Portion Mining Right will not be set-aside, withdrawn or found to be invalid;

22.3.3 to the extent that the process to obtain the Specified Portion Mining Right and the transfer of the Specified Portion Mining Right from the Seller to the Purchaser is invalid, or to the extent that the Specified Portion Mining Right is set-aside, withdrawn or found to be invalid, the Purchaser accepts all risk arising in respect thereof;

22.3.4 it and its representatives have been afforded the opportunity to make requests for further information, and such information has been supplied;

22.3.5 it has made, and relies on, its own searches, investigations and enquiries in respect of the Sale Assets;

22.3.6 it has had independent legal, financial and technical advice relating to the purchase of the Sale Assets and to the provisions of this Agreement and to the agreements and other documents to be executed pursuant to this Agreement; and

22.3.7 it has made and is relying on its own independent investigation, analysis and evaluation of the information provided by the Seller and of other information which it considers relevant.

22.4 Save for those Warranties and representations expressly given or made in this Agreement or in annexure “5”, no warranties or representations are given or

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made, in respect of the Sale Assets, or any other matter whatsoever, whether express, tacit or implied, and the Sale Assets are being sold on a voetstoots basis.

23 LIMITATION OF LIABILITY

23.1 Notwithstanding the Warranties, representations, undertakings and indemnifications given by the Seller, no liability shall attach to the Seller in respect of any breach of this Agreement in relation to claims, losses or liabilities –

23.1.1 for any loss of profit or any other indirect, special or consequential loss;

23.1.2 arising as a result of the –

23.1.2.1 invalidity of the process to obtain the Specified Portion Mining Right and the transfer of the Specified Portion Mining Right from the Seller to the Purchaser; and/or

23.1.2.2 Specified Portion Mining Right being set-aside, withdrawn or found to be invalid.

23.1.3 which are less than R10,000,000 (ten million rand) in aggregate, provided that when such aggregate or individual claims or loss exceed the said amount, the Seller shall, subject to clause 23.1.4 and clause 23.1.5, be liable for the full amount of such claim/s and/or loss and/or liabilities and not only for the amount in excess of the said amount;

23.1.4 if the Purchaser has not issued summons or commenced arbitration proceedings against the Seller for recovery of such claims, losses or liabilities within a period of 12 (twelve) months after the Effective Date, provided that if the Purchaser has, before such date, given written notice in respect of any claim which it may have to the Seller and has within 6 (six) months after such date issued summons or commenced arbitration proceedings for the recovery thereof, the Warranties and indemnities given in respect of such notified matter shall survive as long as may be necessary to permit the final resolution of such matter; or

23.1.5 which in aggregate exceed an amount equal to the Purchase Consideration on the basis that the aggregate amount recoverable from the Seller, exclusive of interest and costs, from whatever cause arising, shall be limited to the aforesaid amount.

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23.2 The Purchaser shall have no claim whatsoever against the Seller in respect of any breach of any of the Warranties or representations contained in this Agreement and annexure “5” hereto if and to the extent that –

23.2.1 such breach or claim occurs as a result of any legislation not in force at the Signature Date which takes effect retrospectively; or

23.2.2 such breach or claim would not have arisen but for any voluntary act or omission on the part of the Purchaser or any person connected with it otherwise than in the ordinary course of business.

23.3 Any claim by the Purchaser against the Seller based on a breach of a representation, undertaking, Warranty or indemnity contained in this Agreement shall be reduced by the aggregate of –

23.3.1 an amount equal to any tax benefit received by the Purchaser as a result thereof, based on the nominal tax rate applicable at the time;

23.3.2 any amount recovered from any third party in respect thereof, including all insurance proceeds recovered; and

23.3.3 any amount by which the subject matter of the claim has been or is made good or otherwise compensated for without cost to the Purchaser.

23.4 If and to the extent that the Purchaser is entitled in law to recover any amount from any third party as contemplated in clause 23.3.2, the Purchaser shall be obliged to take all reasonable steps available to it to recover such amounts before proceeding against the Seller.

23.5 All amounts available for set-off or otherwise liable to be deducted pursuant to clauses 23.2 or 23.3, shall first be taken into account for the purpose of determining the amount of loss sustained in connection with the limits referred to in clause 23.1.

23.6 Nothing in this clause 23 shall in any way diminish the Purchaser’s common law obligation to mitigate its loss.

23.7 If any potential claim arises by reason of liability which is contingent only, then the Seller shall not be under any obligation to make any payment pursuant to such claim until such time as the contingent liability ceases to be contingent and becomes actual.

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23.8 Subject to the Warranties, the Purchaser hereby indemnifies the Seller against and shall hold it harmless from all claims, liability, damage, loss, penalty, expense and cost (including legal costs on an attorney and own client scale) of any nature whatsoever which the Seller may sustain as a result of or attributable to any past, present or future liability(ies) incurred or to be incurred in respect of the Sale Assets, with effect from the Effective Date.

24 GENERAL WARRANTIES

24.1 Each of the Parties hereby warrants to and in favour of the other that –

24.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

24.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;

24.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not –

24.1.3.1 contravene any law or regulation to which that Party is subject;

24.1.3.2 contravene any provision of that Party’s constitutional documents; or

24.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and

24.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;

24.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity);

24.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so;

24.1.7 no other party is acting as a fiduciary for it; and

24.1.8 it is not relying upon any statement or representation by or on behalf of any other party, except those expressly set forth in this Agreement.

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24.2 Each of the representations and warranties given by the Parties in terms of this clause 24 shall –

24.2.1 be a separate warranty and, except as expressly provided in this Agreement, will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;

24.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and

24.2.3 prima facie be deemed to be material and to be a material representation inducing the other Parties to enter into this Agreement.

25 GUARANTEE BY TAUNG

Taung hereby, irrevocably and unconditionally, guarantees the due and proper performance by the Purchaser of all its obligations contained herein, including the Purchaser’s obligation to pay the Balance of the Purchase Consideration to the Seller on the Payment Date in accordance with clause 11.

26 CONFIDENTIALITY

26.1 The Parties undertake that during the operation of, and after the expiration, termination or cancellation of, this Agreement for any reason, they will keep confidential –

26.1.1 any information which any Party (“Disclosing Party”) communicates to any other Party (“Recipient”) and which is stated to be or by its nature is intended to be confidential; and

26.1.2 all other information of the same confidential nature concerning the business of a Disclosing Party which comes to the knowledge of any Recipient whilst it is engaged in negotiating the terms of this Agreement or after its conclusion.

26.2 If a Recipient is uncertain about whether any information is to be treated as confidential in terms of this clause 26, it shall be obliged to treat it as such until written clearance is obtained from the Disclosing Party.

26.3 Each Party undertakes, subject to clause 26.4 and clause 27.3, not to disclose any information which is to be kept confidential in terms of this clause 26, nor to use such information for any purpose other than the performance of its obligations in terms of this Agreement.

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26.4 Notwithstanding the provisions of clause 26.3, a Recipient shall be entitled to disclose any information to be kept confidential if and to the extent only that the disclosure is bona fide and necessary for the purposes of carrying out its duties in terms of this Agreement.

26.5 The obligation of confidentiality placed on the Parties in terms of this clause 26 shall cease to apply to a Recipient in respect of any information which –

26.5.1 is or becomes generally available to the public other than by the negligence or default of the Recipient or by the breach of this Agreement by the Recipient;

26.5.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;

26.5.3 has lawfully become known by or come into the possession of the Recipient on a non-confidential basis from a source other than the Disclosing Party having the legal right to disclose same; or

26.5.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court order, to the extent of compliance with such requirement or request only and not for any other purpose,

provided that –

26.5.5 the onus shall at all times rest on the Recipient to establish that information falls within the exclusions set out in clauses 26.5.1 to 26.5.4;

26.5.6 information will not be deemed to be within the foregoing exclusions merely because such information is embraced by more general information in the public domain or in the Recipient’s possession; and

26.5.7 any combination of features will not be deemed to be within the foregoing exclusions merely because individual features are in the public domain or in the Recipient’s possession, but only if the combination itself and its principle of operation are in the public domain or in the Recipient’s possession.

26.6 In the event that the Recipient is required to disclose confidential information of the Disclosing Party as contemplated in clause 26.5.4, the Recipient will –

26.6.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible;

26.6.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

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26.6.3 afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings;

26.6.4 comply with the Disclosing Party’s reasonable requests as to the manner and terms of any such disclosure; and

26.6.5 notify the Disclosing Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

27 PUBLICITY

27.1 Subject to clause 27.3 each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including, where applicable, by the rules of any securities exchange on which the shares of any of the Parties, or the shares of a holding company of any of the Parties, may be listed) or permitted in terms of this Agreement, the nature, content or existence of this Agreement.

27.2 No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Parties, save for any announcement or other statement required to be made in terms of the provisions of any law (or, where applicable, by the rules of any securities exchange on which the shares of any of the Parties, or the shares of a holding company of any of the Parties, may be listed), in which event the Party obliged to make such statement will first consult with the other Parties in order to enable them in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to one of the other Parties which has made an announcement of some nature in breach of this clause 27.2.

27.3 This clause 27 and the confidentiality undertakings contained in clause 26 shall not apply to any disclosure made by a Party to its employees, professional advisors or consultants, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.

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28 SUPPORT

The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.

29 BREACH

29.1 If a Party (“Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 5 (five) business days (“Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (“Aggrieved Party”) will be entitled, at its option –

29.1.1 to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance; or

29.1.2 subject to the provisions of clause 29.5, to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice.

29.2 A Party shall not be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if –

29.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or

29.2.2 it is incapable of being remedied or is not remedied within the Notice Period, and payment in money will compensate for such breach but such payment is not made within the Notice Period.

29.3 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

29.4 The Aggrieved Party’s remedies in terms of this clause 29 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

29.5 Notwithstanding the aforegoing, after the Effective Date, none of the Parties will have the right to cancel this Agreement as a result of a breach thereof, and the Parties’ only remedies thereafter will be to claim specific performance of all the Defaulting Party’s obligations, together with damages, if any.

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30 DISPUTE RESOLUTION

30.1 In the event of there being any dispute or difference between the Parties arising out of this Agreement, the said dispute or difference shall on written demand by any Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

30.2 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the parties to the dispute or failing agreement within 10 (ten) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the arbitration.

30.3 Any Party may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

30.4 Nothing herein contained shall be deemed to prevent or prohibit any Party from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

30.5 Any arbitration in terms of this clause 30 (including any appeal proceedings) shall be conducted in camera and the parties to the dispute shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

30.6 This clause 30 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

30.7 The Parties agree that the written demand by any Party in terms of clause 30.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

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31 NOTICES AND DOMICILIA

31.1 The Parties select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the following telefax numbers –

Name	Physical Address	Telefax
Seller, Harmony, Clidet No. 790. (Proprietary) Limited and Clidet No. 791 (Proprietary) Limited	Block 27 Randfontein Office Park Cnr Main Reef Road & Ward Avenue Randfontein	+27 (0) 86 628 2332

Marked for the attention of: The Company Secretary

Name		Physical Address	Telefax
Purchaser Taung	and	Corner House Office Park 1st Floor Leslie Avenue East Fourways	+27 11 548 9820

Marked for the attention of: Executive: Legal

provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address or telefax number by written notice to the other Parties to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change.

31.2 All notices to be given in terms of this Agreement will be given in writing and will –

31.2.1 be delivered by hand or sent by telefax;

31.2.2 if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day; and

31.2.3 if sent by telefax during business hours, be presumed to have been received on the date of successful transmission of the telefax. Any telefax sent after business hours or on a day which is not a business day will be presumed to have been received on the following business day.

35

31.3 All notices to be given to the Seller in terms of this Agreement shall be copied to Harmony.

31.4 Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 31.

32 BENEFIT OF THE AGREEMENT

This Agreement will also be for the benefit of and be binding upon the successors in title and permitted assigns of the Parties or any of them.

33 APPLICABLE LAW AND JURISDICTION

33.1 This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.

33.2 For the purpose of clause 30.4 or for the purpose of making the arbitration award an order of court, the Parties hereby consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg in any dispute arising from or in connection with this Agreement. The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

34 NEW LAWS

If any law comes into operation subsequent to the signature of this Agreement which law affects any aspect or matter or issue contained in this Agreement, the Parties undertake to enter into negotiations in good faith regarding a variation of this Agreement in order to ensure that neither this Agreement nor its implementation constitutes a contravention of such law.

35 GENERAL

35.1 Whole Agreement

35.1.1 This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on any of the Parties.

36

35.1.2 Subject to the provisions of clause 5, this Agreement supersedes and replaces the 2008 Agreements and all other agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof.

35.2 Variations to be in Writing

No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

35.3 No Indulgences

No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement and no single or partial exercise of any right by any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party’s rights in terms of or arising from this Agreement or estop or preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

35.4 No Waiver or Suspension of Rights

No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.

37

35.5 Provisions Severable

All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

35.6 Continuing Effectiveness of Certain Provisions

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

35.7 No Assignment

Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by any Party without the prior written consent of the other Parties.

36 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Agreement, provided that the Purchaser shall be obliged to refund the Seller in respect of all costs paid by the Seller to the Seller’s Attorneys in connection with the registration of the Deed of Cession.

37 SIGNATURE

37.1 This Agreement is signed by the Parties on the dates and at the places indicated below.

38

37.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

37.3 The persons signing this Agreement in a representative capacity warrant their authority to do so.

37.4 The Parties record that it is not required for this Agreement to be valid and enforceable that a Party shall initial the pages of this Agreement and/or have its signature of this Agreement verified by a witness.

SIGNED at RANDFONTEIN on 29 MARCH 2012

For and on behalf of

EVANDER GOLD MINES LIMITED

Signature

F Abbott

Name of Signatory

Director

Designation of Signatory

39

SIGNED at RANDFONTEIN on 29 MARCH 2012

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

Signature

F Abbott

Name of Signatory

Director

Designation of Signatory

SIGNED at SANDTON on 28 MARCH 2012

For and on behalf of

TAUNG GOLD SECUNDA (PROPRIETARY)

LIMITED (formerly PLURICLOX

(PROPRIETARY) LIMITED)

Signature

N.A. MERRICK

Name of Signatory

DIRECTOR

Designation of Signatory

SIGNED at SANDTON on 28 MARCH 2012

For and on behalf of

TAUNG GOLD LIMITED

Signature

N.A. MERRICK

Name of Signatory

CEO.

Designation of Signatory

40

SIGNED at SANDTON on 30 MARCH 2012

For and on behalf of

CLIDET NO. 790 (PROPRIETARY) LIMITED

Signature

F Abbott

Name of Signatory

Director

Designation of Signatory

SIGNED at SANDTON on 30 MARCH 2012

For and on behalf of

CLIDET NO. 791 (PROPRIETARY) LIMITED

Signature

F Abbott

Name of Signatory

Director

Designation of Signatory

41

ANNEXURE “1”

DEED OF ABANDONMENT

Protocol            

NOTARIAL ABANDONMENT OF A CERTAIN PORTION OF

A MINING RIGHT

BE IT HEREBY MADE KNOWN:

THAT on the [—] day of [—], before me,

[NOTARY PUBLIC]

Notary Public, duly admitted and sworn, residing and practising at [—] in the Province of [—], and in the presence of the subscribing witnesses, personally came and appeared –

[APPEARER]

in his/her capacity as the attorney and agent of

EVANDER GOLD MINES LIMITED

(registration number 1963/006226/06)

(hereinafter referred to as the “Holder”),

[s/he], [the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [—] day of [—] by [—]] ,in [his/her] capacity as the duly authorised representative of the Holder under and by virtue of a resolution of the directors of the Holder passed on the [—] day of [—], which [power of attorney and] certified copy of which resolution has this day been exhibited to me, the Notary, and now remains filed in my Protocol;

AND THE APPEARERS DECLARED THAT WHEREAS:

A the Holder holds the mining right with DMR reference number [—] granted in terms of section 23(1) of the Mineral and Petroleum Resources Development Act, 2002 (“MPRDA”) and executed on behalf of the Minister of Mineral Resources and the Holder on [—] under protocol number [—] before Notary Public, [—], consisting of the sole and exclusive right to mine for [—] in, on and under the farm [—], situated in the magisterial district of [—], together with all benefits and/or improvements, measuring [—] ([—]) hectares in extent (“Mining Right”); and

B the Holder wishes to abandon a portion of the Mining Right, subject to the terms and conditions set out below.

1. ABANDONMENT

The Holder, in accordance with section 56(f) of the MPRDA and in accordance with clause [—] of the Mining Right hereby abandons the area known as the Specified Mining Area, being that area hatched in red on the plan attached hereto marked Annexure “1”, conditional on a separate mining right in respect of the Specified Mining Area being granted to the Holder.

THUS DONE AND EXECUTED at [—] on the day, month and year first aforewritten in the presence of the undersigned witnesses.

AS WITNESSES
1.
	q.q. HOLDER
2.
	QUOD ATTESTOR NOTARY PUBLIC

2

ANNEXURE “2”

DEED OF AMENDMENT

NOTARIAL AMENDMENT OF MINING RIGHT

BE IT HEREBY MADE KNOWN:

THAT on the [—] day of [—], before me,

[NOTARY PUBLIC]

Notary Public, duly admitted and sworn, residing and practising at Johannesburg in the Province of Gauteng, and in the presence of the subscribing witnesses, personally came and appeared –

[APPEARER]

in his/her capacity as the attorney and agent of

1. EVANDER GOLD MINES LIMITED

(registration number 1963/006226/06)

(hereinafter referred to as the “Holder”),

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [—] day of [—] by [—], in his capacity as the duly authorised representative of the Holder under and by virtue of a resolution of the directors of the Holder passed on the [—] day of [—],

and

2 The Minister of Mineral Resources represented by the Regional Manager: Mpumalanga, he being duly authorised by a power of attorney signed by the Acting Deputy Director-General: Mineral Regulation, he being duly authorised by virtue of a delegation of powers dated [—],

which powers of attorney and certified copy of which resolution have this day been exhibited to me, the Notary, and now remain filed in my Protocol;

AND THE APPEARERS DECLARED THAT WHEREAS:

A the Holder holds a mining right with file number MP30/5/1/1/2/126MR granted in terms of section 23 of the Mineral and Petroleum Resources Development Act, 2002 (“MPRDA”), read together with item 7 of schedule II to the MPRDA, which was notarially executed in Witbank on 29 April 2008 before William Daniel Nortje in respect of [INSERT AREA] (“Mining Right”); and

B the Holder wishes to amend the Mining Right, as set out below.

1. INTRODUCTION

Consequent upon the grant of an application under section 23 of the MPRDA by the Minister of Mineral Resources on [—], the Holder has been granted a mining right over a portion of the Mining Right with effect from the date of execution of this deed, as set out below.

2. AMENDMENT

The Mining Right, is amended with effect from the date of notarial execution of this notarial amendment by excluding [—], such that the Mining Area referred to in clause [—] of the Mining Right, as a result of this amendment, is [—],

THUS DONE AND EXECUTED at Sandton on the day, month and year first aforewritten in the presence of the undersigned witnesses.

AS WITNESSES
1.
	q.q. HOLDER
2.
	q.q. MINISTER OF MINERALS RESOURCES
	QUOD ATTESTOR NOTARY PUBLIC

2

ANNEXURE “3”

DEED OF CESSION

NOTARIAL DEED OF CESSION (MINING RIGHT)

BE IT HEREBY MADE KNOWN:

THAT on the [—] day of [—], before me,

[NOTARY PUBLIC]

Notary Public, duly admitted and sworn, residing and practising at Johannesburg in the Province of Gauteng, and in the presence of the subscribing witnesses, personally came and appeared –

[APPEARER]

in [his/her] capacity as the attorney and agent of –

1 EVANDER GOLD MINES LIMITED

(registration number 1963/006226/06)

(hereinafter referred to as the “Cedent”)

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [—] day of [—] by [—], in his capacity as the duly authorised representative of the Cedent under and by virtue of a resolution of the directors of the Cedent passed on the [—] day of [—];

and

2 [—]

(registration number [—])

(hereinafter referred to as the “Cessionary”)

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [—] day of [—] by [—], in [his/her] capacity as the duly authorised representative of the Cessionary under and by virtue of a resolution of the directors of the Cessionary passed on the [—] day of [—];

which powers of attorney and certified copies of which resolutions have this day been exhibited to me, the Notary, and now remain filed in my Protocol;

AND THE APPEARERS DECLARED THAT WHEREAS:

A the Cedent is the holder of a mining right with file number [—] granted in terms of section 23 of the Mineral and Petroleum Resources Development Act, 2002 (“MPRDA”), which was notarially executed in Witbank on [—] before [—] in respect of [INSERT AREA] (“Mining Right”);

B in terms of a sale agreement entered into between the Cessionary and the Cedent dated [—], as amended from time to time (“Sale Agreement”), the Cedent agreed to cede its right, title and interest in and to the Mining Right to the Cessionary, which cession the Cessionary is prepared to accept; and

C the Director-General of the Department of Mineral Resources, by virtue of the powers delegated to him, consented to the cession on [—], in terms of section 11(2) of the Mineral and Petroleum Resources Development Act, No 28 of 2002 and clause [—] of the Mining Right.

NOW THEREFORE THESE PRESENTS WITNESS:

4 CESSION

The Cedent hereby cedes, assigns, transfers and makes over its right, title and interest in the Mining Right to the Cessionary, its successors in title or assigns, subject to such terms and conditions as are mentioned or referred to in the Mining Right, and the Cessionary hereby accepts the cession and assignment of the Cedent’s right, title, interest and obligations in and to the Mining Right.

2

5 COMPENSATION

Compensation for the cession of the Cedent’s right, title and interest in and to the Mining Right, in an amount equal to R [—] ([—]) will be payable by the Cessionary to the Cedent in terms of the provisions of the Sale Agreement.

6 COSTS

Each party will bear and pay its own legal costs and expenses of and incidental to the preparation and registration of this cession.

THUS DONE AND EXECUTED at Sandton on the day, month and year first aforewritten in the presence of the undersigned witnesses.

AS WITNESSES
1.
	q.q. CEDENT
2.
	q.q. CESSIONARY
	QUOD ATTESTOR NOTARY PUBLIC

3

ANNEXURE “4”

SPECIFIED MINING AREA DIAGRAM

ANNEXURE “5”

WARRANTIES

The Warranties contained in this annexure “5” are given by the Seller on the basis set out in clause 22 of the Agreement to which this annexure “5” is attached.

To the extent that the Agreement may have been signed on a date which results in the use of any tense being inappropriate, the Warranties shall be read in the appropriate tense.

1 The Seller is the holder of the Evander Mining Right and the Evander 6 Shaft Surface Right Permits and the owner of the other Sale Assets.

2 Subject to the fulfilment of the Conditions Precedent and the grant of the Specified Portion Mining Right, the Seller will be entitled and able to give free and unencumbered title in the Sale Assets to the Purchaser.

3 To the best of the Seller’s knowledge and belief, no person has any right whatsoever (whether pursuant to any option, right of first refusal or otherwise) to acquire the Sale Assets other than the Purchaser in terms of this Agreement.

4 To the best of the Seller’s knowledge and belief, the Seller is not subject to or party to any legal restriction, law, claim or encumbrance or any other restriction which would prevent or have an adverse affect on the transactions contemplated by this Agreement or its obligations in terms of this Agreement.

5 There is no pending litigation to which the Seller is a party in respect of the Sale Assets and, to the best of the Seller’s knowledge and belief, no demands or other claims have been made against the Seller in respect of the Sale Assets.

FIRST ADDENDUM TO THE AMENDED AND RESTATED

SALE AGREEMENT

between

EVANDER GOLD MINES LIMITED

and

HARMONY GOLD MINING COMPANY LIMITED

and

TAUNG GOLD SECUNDA (PROPRIETARY) LIMITED (formerly PLURICLOX (PROPRIETARY) LIMITED)

and

TAUNG GOLD LIMITED

and

CLIDET NO. 790 (PROPRIETARY) LIMITED

and

CLIDET NO. 791 (PROPRIETARY) LIMITED

1 PARTIES

1.1 The Parties to this Addendum are –

1.1.1 Evander Gold Mines Limited;

1.1.2 Harmony Gold Mining Company Limited;

1.1.3 Taung Gold Secunda (Proprietary) Limited (formerly Pluriclox (Proprietary) Limited);

1.1.4 Taung Gold Limited;

1.1.5 Clidet No. 790 (Proprietary) Limited; and

1.1.6 Clidet No. 791 (Proprietary) Limited.

1.2 The Parties agree as set out below.

2 INTERPRETATION

In this Addendum –

2.1 “Addendum” means this first addendum to the Amended and Restated Sale Agreement;

2.2 “Amended and Restated Sale Agreement” means the amended and restated sale agreement entered into between the Parties on 29 March 2012; and

2.3 unless otherwise defined herein or the context indicates otherwise, words and expressions defined in the Amended and Restated Sale Agreement will have the same meanings and any reference to the word “clause” refers to a clause of the Amended and Restated Sale Agreement.

3 INTRODUCTION

3.1 The Parties have agreed to extend the date for fulfilment of the Condition Precedent contained in clause 6.1.5.

3.2 The Parties wish to record their agreement in writing.

1

4 EXTENSION

The date for fulfilment of the Condition Precedent contained in clause 6.1.5 is hereby extended to 31 May 2012 in accordance with the provisions of clause 6.10.

5 SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum, all the terms and conditions of the Amended and Restated Sale Agreement shall mutatis mutandis continue in full force and effect.

6 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.

7 SIGNATURE

7.1 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party last signing one of the counterparts.

7.2 Signed on behalf of the Parties, each signatory hereto warranting that he/she has due authority to do so.

SIGNED at Randfontein on 26 April 2012.

For and on behalf of

EVANDER GOLD MINES LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

2

SIGNED at Randfontein on 26 April 2012.

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Financial Director

Designation of Signatory

SIGNED at Fourways on 26 April 2012.

For and on behalf of

TAUNG GOLD SECUNDA (PROPRIETARY) LIMITED (formerly PLURICLOX (PROPRIETARY) LIMITED)

/s/

Signature

N.A. Merrick

Name of Signatory

Director

Designation of Signatory

3

SIGNED at Fourways on 26 April 2012.

For and on behalf of

TAUNG GOLD LIMITED

/s/

Signature

N.A. Merrick

Name of Signatory

C.E.O.

Designation of Signatory

SIGNED at Randfontein on 26 April 2012.

For and on behalf of

CLIDET NO. 790 (PROPRIETARY) LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Designation of Signatory

SIGNED at Randfontein on 26 April 2012.

For and on behalf of

CLIDET NO. 791 (PROPRIETARY) LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Designation of Signatory

4

SECOND ADDENDUM TO THE AMENDED AND

RESTATED SALE AGREEMENT

between

EVANDER GOLD MINES LIMITED

and

HARMONY GOLD MINING COMPANY LIMITED

and

TAUNG GOLD SECUNDA (PROPRIETARY) LIMITED (formerly PLURICLOX

(PROPRIETARY) LIMITED)

and

TAUNG GOLD LIMITED

and

CLIDET NO. 790 (PROPRIETARY) LIMITED

and

CLIDET NO. 791 (PROPRIETARY) LIMITED

1 PARTIES

1.1 The Parties to this Addendum are –

1.1.1 Evander Gold Mines Limited;

1.1.2 Harmony Gold Mining Company Limited;

1.1.3 Taung Gold Secunda (Proprietary) Limited (formerly Pluriclox (Proprietary) Limited);

1.1.4 Taung Gold Limited;

1.1.5 Clidet No. 790 (Proprietary) Limited; and

1.1.6 Clidet No. 791 (Proprietary) Limited.

1.2 The Parties agree as set out below.

2 INTERPRETATION

In this Addendum –

2.1 “Addendum” means this second addendum to the Amended and Restated Sale Agreement;

2.2 “Amended and Restated Sale Agreement” means the amended and restated sale agreement entered into between the Parties on 30 March 2012, as amended by the first addendum to the Amended and Restated Sale Agreement entered into between the Parties on 26 April 2012; and

2.3 unless otherwise defined herein or the context indicates otherwise, words and expressions defined in the Amended and Restated Sale Agreement will have the same meanings and any reference to the word “clause” refers to a clause of the Amended and Restated Sale Agreement.

3 INTRODUCTION

3.1 The Parties have agreed to amend the Amended and Restated Sale Agreement by replacing the definition of Long-Stop Date in clause 2.1.29.

3.2 The Parties wish to record their agreement in writing.

1

4 AMENDMENT

The Parties hereby amend the Amended and Restated Sale Agreement by deleting clause 2.1.29 in its entirety and by replacing same with the following clause 2.1.29 –

“2.1.29 “Long-Stop Date” means 31 July 2012;”

5 SAVINGS CLAUSE

Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum, all the terms and conditions of the Amended and Restated Sale Agreement shall mutatis mutandis continue in full force and effect.

6 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum.

7 SIGNATURE

7.1 This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement as at the date of signature of the Party last signing one of the counterparts.

7.2 Signed on behalf of the Parties, each signatory hereto warranting that he/she has due authority to do so.

SIGNED at              on 27 June 2012.

For and on behalf of

EVANDER GOLD MINES LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

2

SIGNED at              on 27 June 2012.

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Financial Director

Designation of Signatory

SIGNED at Fourways on 27 June 2012.

For and on behalf of

TAUNG GOLD SECUNDA (PROPRIETARY) LIMITED (formerly PLURICLOX (PROPRIETARY) LIMITED)

/s/

Signature

N.A. Herrick

Name of Signatory

Director

Designation of Signatory

3

SIGNED at Fourways on 27 June 2012.

For and on behalf of

TAUNG GOLD LIMITED

/s/

Signature

N. A. Herrick

Name of Signatory

Director

Designation of Signatory

SIGNED at              on 27 June 2012.

For and on behalf of

CLIDET NO. 790 (PROPRIETARY) LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Designation of Signatory

SIGNED at              on 27 June 2012.

For and on behalf of

CLIDET NO. 791 (PROPRIETARY) LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Designation of Signatory

4

EX-4.23

Exhibit 4.23

AMENDED AND RESTATED SALE OF SHARES AND CLAIMS AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

EMERALD PANTHER INVESTMENTS 91 PROPRIETARY LIMITED

and

PAN AFRICAN RESOURCES PLC

and

EVANDER GOLD MINES LIMITED

TABLE OF CONTENTS

1	PARTIES	1
2	INTERPRETATION	1
3	AMENDED AND RESTATED AGREEMENT	13
4	INTRODUCTION	13
5	CONDITIONS PRECEDENT	13
6	CONSENT APPLICATION	17
7	MERGER NOTIFICATION TO COMPETITION AUTHORITIES	18
8	SALE	19
9	PURCHASE CONSIDERATION AND PAYMENT	19
10	DEPOSIT	21
11	BREAK FEE	23
12	PAYMENTS, ACCELERATION AND INTEREST ON OVERDUE AMOUNTS	25
13	GUARANTEE	25
14	CLOSING	27
15	RELEASE FROM GUARANTEES AND SURETYSHIPS	28
16	IMPLEMENTATION UNDERTAKINGS	29
17	DISTRIBUTIONS AND LOAN ACCOUNTS	29
18	TAUNG SALE AGREEMENT	33
19	REHABILITATION TRUST FUND	38
20	EMPLOYEES	38
21	NON-SOLICITATION	40
22	INTERIM PERIOD AND LIAISON ON CONDUCT OF BUSINESS	41
23	INSURANCE	45
24	MEASUREMENT DATE BALANCE SHEET AND MANAGEMENT ACCOUNTS	46
25	DUE DILIGENCE INVESTIGATION	46
26	AMENDMENTS TO ANCILLARY AGREEMENTS	47
27	WARRANTIES BY THE PURCHASER AND PAN AFRICAN	47
28	WARRANTIES BY THE SELLER	48
29	LIMITATION OF LIABILITY	49
30	NO DUPLICATION OF RECOVERY	52
31	PROTECTION OF RIGHTS	52
32	GENERAL WARRANTIES	53
33	CONFIDENTIALITY	54
34	PUBLICITY	56
35	SUPPORT	56
36	GOOD FAITH	57
37	SELLER’S RIGHT TO TERMINATE	57
38	PURCHASER’S RIGHT TO TERMINATE	57
39	BREACH	58
40	DISPUTE RESOLUTION	59
41	NOTICES AND DOMICILIA	60
42	BENEFIT OF THE AGREEMENT	61
43	APPLICABLE LAW AND JURISDICTION	61
44	GENERAL	62
45	COSTS	64
46	SIGNATURE	64

ANNEXURE “1” : DISCLOSURE SCHEDULE

ANNEXURE “2” : WARRANTIES

ANNEXURE “3” : SECURITY BY SELLER

ANNEXURE “4” : SECURITY BY COMPANY

ANNEXURE “5” : MEASUREMENT DATE BALANCE SHEET

ANNEXURE “6” : ADJUSTED CONDENSED CONSOLIDATED BALANCE SHEET

1 PARTIES

1.1 The Parties to this Agreement are –

1.1.1 Harmony Gold Mining Company Limited;

1.1.2 Emerald Panther Investments 91 Proprietary Limited;

1.1.3 Pan African Resources PLC; and

1.1.4 Evander Gold Mines Limited.

1.2 The Parties agree as set out below.

2 INTERPRETATION

2.1 In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

2.1.1 “2008 Agreements” shall bear the meaning ascribed to that term in the Taung Sale Agreement;

2.1.2 “Adjusted Condensed Consolidated Balance Sheet” means the balance sheet reflecting, inter alia, the –

2.1.2.1 Measurement Date Balance Sheet both before and after it has been adjusted in order to take into account the transactions referred to in clause 17.3 (other than clause 17.3.5) as if those transactions had occurred on the Measurement Date; and

2.1.2.2 consolidated balance sheet of the Group as at 30 June 2012 after it has been adjusted in order to take into account the transactions referred to in clause 17.3 as if those transactions had occurred prior to 30 June 2012;

2.1.3 “AFSA” means the Arbitration Foundation of Southern Africa;

2.1.4 “Agreement” means this amended and restated sale of shares and claims agreement;

1

2.1.5 “Audited Accounts” means the most recent signed consolidated audited annual financial statements of the Group as at and in respect of the financial year ended 30 June 2011, copies of which were provided to the Purchaser prior to the Original Signature Date;

2.1.6 “Auditors” mean the auditors of the Company, being PricewaterhouseCoopers Incorporated;

2.1.7 “Break Fee” shall bear the meaning ascribed to it in clause 11;

2.1.8 “Business” means the business conducted by the Company as at the Original Signature Date, being the exploration, prospecting for, mining for, recovery, treatment and commercial production of gold and related products;

2.1.9 “Closing” means closing as contemplated in clause 14;

2.1.10 “Closing Date” means the later of –

2.1.10.1 1 October 2012; and

2.1.10.2 the 10^th (tenth) business day after the last of the Conditions Precedent is fulfilled or waiver, as the case may be;

2.1.11 “Companies Act” means the Companies Act, No 71 of 2008;

2.1.12 “Company” means Evander Gold Mines Limited, registration number 1963/006226/06, a limited liability public company duly incorporated in South Africa;

2.1.13 “Competition Act” means the Competition Act, No 89 of 1998;

2.1.14 “Competition Authorities” means the commission established pursuant to Chapter 4, Part A of the Competition Act or the tribunal established pursuant to Chapter 4, Part B of the Competition Act or the appeal court established pursuant to Chapter 4, Part C of the Competition Act, as the case may be;

2.1.15 “Conditions Precedent” means the conditions precedent set out in clause 5;

2.1.16 “Consent” means the written consent of the Minister in terms of section 11 of the MPRDA to the transfer of the Sale Shares to the Purchaser pursuant to

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the Sale;

2.1.17 “Consent Application” means the application for the Consent;

2.1.18 “DMR” means the Department of Mineral Resources, formerly the Department of Minerals and Energy;

2.1.19 “Data Room” means the electronic data room compiled by the Seller and hosted by IntraLinks under the title “Project Sunrise”;

2.1.20 “Data Room Documents” means all documents, of any nature whatsoever, which were in the Data Room at any time up to and including 30 January 2012, an index and copies of which were provided by the Seller to the Purchaser on computer disc/s prior to the Original Signature Date;

2.1.21 “Deposit” means the amount of R950,000,000 (nine hundred and fifty million rand) less the amount of any Distribution made in terms of clause 17.8.2 prior to the Deposit Date, or such greater portion of the Purchase Consideration as the Purchaser may elect to pay in terms of clause 10;

2.1.22 “Deposit Date” means the 10^th (tenth) business day after receipt by the Purchaser of a written notice from the Seller requesting that the Deposit be paid to the Seller, provided that the Seller shall not be entitled to give such written notice prior to –

2.1.22.1 16 November 2012;

2.1.22.2 the last of the Conditions Precedent (other than the Condition Precedent set out in clause 5.1.7) having been fulfilled or waived, as the case may be; and

2.1.22.3 all of the requirements of clauses 10.1.1 to 10.1.4 having been fulfilled.

2.1.23 “Disclosure Schedule” means the disclosure schedule attached hereto as Annexure “1”;

2.1.24 “Distribution” means any distribution as defined in the Companies Act;

2.1.25 “Due Diligence Investigation” means the financial, legal, operational, tax and environmental due diligence investigation conducted by Pan African

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and/or its representatives into the affairs of the Group prior to 30 January 2012;

2.1.26 “Employees” means those employees of the Seller who are seconded to the Company as at the Closing Date, excluding the general manager of the Business;

2.1.27 “Employee Secondment Business” means that part of the Seller’s business in terms of which it seconds the Employees to the Company;

2.1.28 “Eskom” means Eskom Holdings Limited, registration number 2002/015527/06, a limited liability public company duly incorporated in South Africa;

2.1.29 “Eskom Agreement” means the agreement entered into between the Seller and Eskom on 24 November 2002, in terms of which Eskom agreed to supply electricity to the Business;

2.1.30 “Evander Shared Services Agreement” means the written shared services agreement between the Company and the Seller, in terms of which the Company agrees to continue to provide to Randfontein, for a limited period, the services provided by the Company to Randfontein as at 30 January 2012, which has been signed contemporaneously with this Agreement;

2.1.31 “Group” means the Company and the Subsidiaries;

2.1.32 “Harmony ESOP” means the Seller’s broad-based employee share ownership plan initially approved by its shareholders at its Annual General Meeting held on 1 December 2010, as amended and approved by its shareholders at its Annual General Meeting held on 30 November 2011;

2.1.33 “Harmony Shared Services Agreement” means the written shared services agreement between the Seller and the Company, in terms of which the Seller agrees to continue to provide to the Company, for a limited period, the services provided by the Seller to the Company as at 30 January 2012, which has been signed contemporaneously with this Agreement;

2.1.34 “IFRS” means International Financial Reporting Standards as issued by the Board of the International Accounting Standards Committee from time to time;

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2.1.35 “Increased Consideration” means the sum of R1,500,000,000 (one billion five hundred million rand), plus the amount calculated in accordance with the following formula –

A	=	N/365 x 0.05 x 1,500,000,000
Where –
A	=	the amount to be calculated; and
N	=	the number of days from 31 October 2012 to the Closing Date. For the avoidance of doubt, it is recorded that N shall not include any period after the Closing Date, even if, for any reason whatsoever, Closing does not occur on the Closing Date;

2.1.36 “Interim Period” means the period extending from 30 January 2012 up to the Closing Date;

2.1.37 “Measurement Date” means midnight on 31 March 2012;

2.1.38 “Measurement Date Balance Sheet” means the consolidated balance sheet of the Group as at the Measurement Date, which has been reviewed by the Auditors;

2.1.39 “Merger Notification” means the merger notice to be submitted to the Competition Authorities as contemplated in clause 7;

2.1.40 “Mining Charter” means the broad-based socio-economic empowerment charter for the South African mining industry developed by the Minister in terms of section 100 of the MPRDA, together with the scorecard and Codes of Good Practice for the South African Minerals Industry, April 2009 relating thereto;

2.1.41 “Minister” means the Minister of Mineral Resources, and includes any person to whom the Minister has delegated powers and functions in terms of section 103 of the MPRDA;

2.1.42 “MPRDA” means the Mineral and Petroleum Resources Development Act 28 of 2002;

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2.1.43 “Original Sale Agreement” means the sale of shares and claims agreement entered into between the Parties on 30 May 2012, as amended by a –

2.1.43.1 first addendum entered into on 25 July 2012;

2.1.43.2 second addendum entered into on 31 July 2012;

2.1.43.3 third addendum entered into on 3 August 2012;

2.1.43.4 fourth addendum entered into on 8 August 2012; and

2.1.43.5 fifth addendum entered into on 14 August 2012;

2.1.44 “Original Signature Date” means the date on which the last of the Parties signed the Original Sale Agreement, being 30 May 2012;

2.1.45 “Parties” means the parties to this Agreement;

2.1.46 “Pan African” means Pan African Resources PLC, registration number 3937466, a limited liability public company duly incorporated and registered in England and Wales;

2.1.47 “Prime Rate” means the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365 (three hundred and sixty five) day year, irrespective of whether or not the year is a leap year, from time to time published by Absa Bank Limited as being its prime overdraft rate, as purportedly certified by any representative of that bank whose appointment and designation it shall not be necessary to prove;

2.1.48 “Profit Share Scheme” means the scheme referred to as the “Harmony Profit Share Scheme”, which forms part of the Agreement entered into on 2 August 2011 between the Chamber of Mines and certain representative trade unions regarding the review of wages and other conditions of employment of certain gold mining companies for the period commencing on 1 July 2011 and terminating on 30 June 2013;

2.1.49 “Purchase Consideration” means the amount payable by the Purchaser to the Seller for the Sale Equity in terms of this Agreement, as set out in clause 9.1;

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2.1.50 Purchaser” means Emerald Panther Investments 91 Proprietary Limited, registration number 2012/050034/07, a limited liability private company duly incorporated in South Africa;

2.1.51 “Purchaser’s Attorneys” means Malan Scholes Attorneys;

2.1.52 “Randfontein” means Randfontein Estates Limited, registration number 1889/000251/06, a limited liability public company duly incorporated in the Republic of South Africa and a wholly-owned subsidiary of the Seller;

2.1.53 “Reduced Consideration” means R1,500,000,000 (one billion five hundred million rand), less the amount calculated in accordance with the following formula –

A	=	N/365 x 0.05 x 1,500,000,000
Where –
A	=	the amount to be calculated; and
N	=	the number of days from the Closing Date to 31 October 2012;

2.1.54 “Sale” means the sale of the Sale Equity by the Seller to the Purchaser in terms of this Agreement;

2.1.55 “Sale Claims” means all amounts owing (if any) by the Company to the Seller on the Closing Date on loan account;

2.1.56 “Sale Equity” means the Sale Shares and the Sale Claims, provided that if there are no Sale Claims then any reference to “Sale Equity” shall be construed as a reference to the Sale Shares;

2.1.57 “Sale of Business Agreement” means the written sale of business agreement between the Seller and the Company, in terms of which the Seller sells the Employee Secondment Business to the Company, with effect from the Closing Date, as a going concern, which has been signed contemporaneously with this Agreement;

2.1.58 “Sale Shares” means 100% (one hundred percent) of the entire issued share capital of the Company at the Closing Date, it being recorded that the entire

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issued share capital of the Company as at the Signature Date is 39,271,599 (thirty nine million two hundred and seventy one thousand five hundred and ninety nine) ordinary shares in the issued ordinary share capital of the Company having a par value of R1.00 (one rand) each;

2.1.59 “SARS” means the South African Revenue Service;

2.1.60 “Seller” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, a limited liability public company duly incorporated in South Africa;

2.1.61 “Seller’s Attorneys” means Cliffe Dekker Hofmeyr Incorporated, registration number 2008/018923/21, a firm of attorneys duly incorporated as a private company in South Africa;

2.1.62 “Seller’s Credit Loan Account” means all amounts owing (if any) by any member of the Group to any member of the Seller’s Group in respect of funding advanced, or payments made, by any member of the Seller’s Group to any member of the Group during the period between the Measurement Date and the Closing Date;

2.1.63 “Seller’s Designated Account” means the South African bank account nominated by the Seller, the details of which are set out below, or such other South African bank account as the Seller may designate in writing on 5 (five) business days’ notice to the Purchaser –

Name of Account	Harmony Gold Mining Company Current Account
Bank:	Nedbank Limited
Branch:	Corporate Client Services
Branch Code:	145405
Account Number:	1454115866

2.1.64 “Seller’s Group” means the Seller and its wholly owned subsidiaries excluding all members of the Group;

2.1.65 “Share Rights” means options, share appreciation rights, performance share rights and any other rights, but specifically excludes rights under the Harmony ESOP;

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2.1.66 “Signature Date” means the date of signature of this Agreement by the Party last signing;

2.1.67 “South Africa” means the Republic of South Africa;

2.1.68 “Subsidiaries” means –

2.1.68.1 Evander Stone Holdings (Proprietary) Limited, registration number 1971/005180/07, a limited liability private company duly incorporated in South Africa;

2.1.68.2 Evander Township Limited, registration number 1955/003607/06, a limited liability public company duly incorporated in South Africa;

2.1.68.3 Bracken Mines Limited, registration number 1959/001126/06, a limited liability public company duly incorporated in South Africa;

2.1.68.4 Salt Holdings Limited, registration number 1948/031164/06, a limited liability public company duly incorporated in South Africa;

2.1.68.5 Evander Township Development Limited, registration number 1899/001642/06, a limited liability public company duly incorporated in South Africa;

2.1.68.6 Winkelhaak Mines Limited, registration number 1955/003606/06, a limited liability public company duly incorporated in South Africa;

2.1.68.7 Leslie Gold Mines Limited, registration number 1959/001124/06, a limited liability public company duly incorporated in South Africa;

2.1.68.8 Clidet No. 790 (Proprietary) Limited, registration number 2007/027545/07 a limited liability private company duly incorporated in South Africa; and

2.1.68.9 Clidet No. 791 (Proprietary) Limited, registration number 2007/034585/07 a limited liability private company duly incorporated in South Africa;

2.1.69 “Taung” means Taung Gold Secunda (Proprietary) Limited (formerly Pluriclox (Proprietary) Limited), registration number 2010/014581/07, a limited liability private company duly incorporated in South Africa;

2.1.70 “Taung Sale Agreement” means the sale agreement entered into between

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the Seller, the Company, Taung, Taung Gold Limited, Clidet No. 790 (Proprietary) Limited and Clidet No. 791 (Proprietary) Limited on 10 September 2010, as amended and restated by the amended and restated sale agreement entered into between those parties on 30 March 2012;

2.1.71 “Taung Sale Assets” shall bear the meaning ascribed to “Sale Assets” in the Taung Sale Agreement;

2.1.72 “Tax Payable” means the amount of tax payable by the Company in respect of the purchase consideration received by or on behalf of the Company under the Taung Sale Agreement; and

2.1.73 “Warranties” means the warranties in Annexure “2” and otherwise expressly given by the Seller to the Purchaser in terms of this Agreement.

2.2 In this Agreement –

2.2.1 clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

2.2.2 an expression which denotes –

2.2.2.1 any gender includes the other genders;

2.2.2.2 a natural person includes a juristic person and vice versa;

2.2.2.3 the singular includes the plural and vice versa; and

2.2.2.4 a Party includes a reference to that Party’s successors in title and assigns allowed at law;

2.2.3 a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last mentioned clauses.

2.3 Any reference in this Agreement to –

2.3.1 “business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;

2.3.2 “days” shall be construed as calendar days unless qualified by the word

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“business”, in which instance a “business day” will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of South Africa from time to time;

2.3.3 “laws” means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Governmental Body; and the common law, and “law” shall have a similar meaning;

2.3.4 “person” means any natural person, company, close corporation, trust, partnership, joint venture, association, unincorporated association, Governmental Body, or other entity whether or not having separate legal personality;

2.3.5 “tax” means all income tax, capital gains tax, mining royalties, secondary tax on companies (or any similar tax replacing or substituting it), dividend tax, value-added tax, stamp duty, securities transfer tax, uncertificated securities tax, PAYE, levies, assessments, imposts, deductions, charges and withholdings whatsoever in terms of any tax legislation, and includes all penalties and interest payable as a consequence of any failure or delay in paying any taxes.

2.4 The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

2.5 Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 2 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.

2.6 Words and expressions defined in any clause of or annexure to this Agreement (other than the Disclosure Schedule) shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning

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assigned to such word or expression throughout this Agreement.

2.7 Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

2.8 A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

2.9 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

2.10 If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately succeeding business day.

2.11 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

2.12 The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

2.13 No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.

2.14 The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if any of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

2.15 Any reference in this Agreement to “this Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or

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supplemented from time to time.

2.16 In this Agreement the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Agreement.

3 AMENDED AND RESTATED AGREEMENT

This Agreement amends and restates the Original Sale Agreement with effect from the Signature Date, the Original Sale Agreement being deemed to have been re-entered into on the terms and conditions contained in this Agreement.

4 INTRODUCTION

4.1 The Purchaser had, as its objective, the acquisition of the Business as a going concern (i.e. the assets and liabilities of the Company). The Seller is not, after due consideration, prepared to approve the disposal of the Business of the Company. The Purchaser is, as a consequence, required in pursuance of its objective of obtaining the Business of the Company to purchase initially the Sale Equity as an intermediate step to gain control of the Company in order to fulfil its aforementioned objective. Subsequent to the purchase of the Sale Equity, the Purchaser may undertake a restructuring exercise in terms whereof it transfers the Business to the Purchaser or an affiliate of the Purchaser, for purposes of which a separate sale of business agreement will be concluded.

4.2 The Sale Shares are beneficially owned by and registered in the name of the Seller.

4.3 The Company will be indebted to the Seller in respect of the Sale Claims.

4.4 The Purchaser wishes to purchase the Sale Equity from the Seller and the Seller has agreed to sell the Sale Equity to the Purchaser with effect from the Closing Date, on the terms and subject to the conditions herein contained.

4.5 The Parties wish to record in writing their agreement in respect of the above and matters ancillary thereto.

5 CONDITIONS PRECEDENT

5.1 Save for clauses 1 to 7, clauses 10 to 13, clauses 16 to 19 and clauses 21 to 46, all of which will become effective immediately, this Agreement is subject to the

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fulfilment of the Conditions Precedent that –

5.1.1 by not later than 23h59 on 12 July 2012, the Purchaser has submitted the Consent Application to the DMR;

5.1.2 by not later than 23h59 on 31 October 2012 –

5.1.2.1 the Seller’s rights and obligations under the Eskom Agreement have been assigned to the Company with the consent of Eskom on terms and conditions approved by the Seller and the Purchaser, acting reasonably; or

5.1.2.2 the Eskom Agreement has been terminated and the Company has entered into a new electricity supply agreement with Eskom on terms and conditions substantially similar to those contained in the Eskom Agreement, or on other terms and conditions approved by the Seller and the Purchaser, acting reasonably;

5.1.3 by not later than 23h59 on 31 July 2012, the guarantee given by Pan African to the Seller in terms of clause 13, any potential guarantee, suretyship, indemnity or undertaking to be given by Pan African to the Seller in terms of clause 15.1 and any other guarantee/s given by Pan African to the Seller elsewhere in this Agreement are approved by the Financial Surveillance Department of the South African Reserve Bank;

5.1.4 by not later than 23h59 on 20 August 2012, Pan African has obtained, from shareholders of Pan African, irrevocable undertakings in favour of Pan African, in a form acceptable to Pan African, in terms of which –

5.1.4.1 shareholders of Pan African holding not less than 50% (fifty percent) of Pan African’s issued share capital undertake to vote in favour of all resolutions required to approve the Sale and all matters ancillary thereto (including the issue of ordinary shares in the share capital of Pan African in order to raise a portion of the funds required by Pan African to capitalise the Purchaser so as to enable the Purchaser to pay the Purchase Consideration; and

5.1.4.2 certain of those shareholders undertake to subscribe for such number of shares to be issued by Pan African as will have an aggregate subscription price of at least R500,000,000 (five hundred million rand);

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5.1.5 by not later than 23h59 on 31 August 2012, the Sale has been unconditionally approved by the Competition Authorities in terms of the Competition Act, or conditionally approved on terms and conditions which each of the Purchaser and Seller confirms in writing to the other (by not later than the said date and time) to be acceptable to it;

5.1.6 by not later than 23h59 on 31 October 2012, the resolutions referred to in clause 5.1.4 have been adopted by Pan African’s shareholders and have become unconditional, and all stock exchanges on which Pan African’s shares are listed have given any approvals which may be required for the implementation of the Sale and all matters contained in such resolutions; and

5.1.7 by not later than 23h59 on 30 June 2013, the Consent has been granted either unconditionally or conditionally on terms and conditions which each of the Purchaser and Seller confirms in writing to the other (by not later than the said date and time) to be acceptable to it.

5.2 The Purchaser and Pan African shall use reasonable endeavours to procure the fulfilment of the Conditions Precedent set out in clauses 5.1.1, 5.1.3, 5.1.4 and 5.1.6 as soon as reasonably possible after the Original Signature Date and shall, to the extent that any such Condition Precedent has been fulfilled prior to the expiry of the relevant date set out in the relevant clause, furnish to the Seller documents evidencing the fulfilment of such Conditions Precedent.

5.3 The Parties shall use reasonable endeavours to procure the fulfilment of the Conditions Precedent set out in clauses 5.1.2, 5.1.5 and 5.1.7 as soon as reasonably possible after the Original Signature Date.

5.4 The Conditions Precedent set out in clauses 5.1.2 and 5.1.4 have been inserted for the benefit of the Purchaser, which will be entitled to waive fulfilment of all or either of the said Conditions Precedent, in whole or in part, on written notice to the Seller prior to the expiry of the relevant dates set out in those clauses (or such later date or dates as may be agreed in writing between the Seller and the Purchaser, acting reasonably, before the aforesaid date or dates).

5.5 The Condition Precedent set out in clause 5.1.1 has been inserted for the benefit of the Seller and the Purchaser, which will be entitled to waive fulfilment of such Condition Precedent, in whole or in part, by agreement in writing prior to the

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expiry of the date set out in that clause (or such later date or dates as may be agreed in writing between the Seller and the Purchaser, acting reasonably, before the aforesaid date or dates).

5.6 The Conditions Precedent set out in clauses 5.1.3, 5.1.5, 5.1.6 and 5.1.7 are not capable of being waived.

5.7 Each of the Seller and the Purchaser shall be entitled to extend the date for fulfilment of the Condition Precedent in clause 5.1.6 on written notice to the other of them given by not later than the date for fulfilment thereof set out in that clause (or such later date or dates as may be agreed in writing between the Seller and the Purchaser as contemplated in clause 5.8), provided that no such extension or extension’s by either the Purchaser or the Seller in terms of this clause 5.7 shall be for longer than 30 (thirty) days in the aggregate.

5.8 Unless all the Conditions Precedent have been fulfilled or waived by not later than the relevant dates for fulfilment thereof set out in clause 5.1 (or such later date or dates as may be agreed in writing between the Seller and the Purchaser, acting reasonably, before the aforesaid date or dates, or extended by the Seller or the Purchaser in terms of clause 5.7) the provisions of this Agreement, save for clauses 1 to 7, clauses 10 and 11 and clauses 21 to 46 which will remain of full force and effect, will lapse and never become of any force or effect and, save as provided in clause 11.3, the status quo ante will be restored as near as may be possible and none of the Parties will have any claim against the others in terms hereof or arising from the failure of the Conditions Precedent, save for any claims arising from a breach of this clause 55 or any other clause of this Agreement which remains of force and effect.

5.9 Immediately after all of the Conditions Precedent have been fulfilled or waived, as the case may be, and prior to the Closing Date, the Company shall be obliged to sign all such documents and do all such things as may reasonably be necessary to satisfy the requirements of any lenders which will be providing debt finance to the Purchaser for the purpose of enabling the Purchaser to pay the Purchase Consideration. The Seller shall procure that the Company complies with this clause 5.9 and shall promptly approve any resolutions which may reasonably be required in order to enable the Company to comply with this clause 5.9.

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6 CONSENT APPLICATION

6.1 The Purchaser shall as soon as reasonably possible after the Original Signature Date, instruct the Purchaser’s Attorneys to prepare and submit the Consent Application.

6.2 Each of the Purchaser and Pan African warrants and undertakes to and in favour of the Seller that the Purchaser will comply with all of the provisions of the MPRDA and the Mining Charter in so far as they may be necessary for the granting of the Consent.

6.3 The Purchaser shall procure that the Consent Application is submitted to the Seller for consideration by no later than the 20^th (twentieth) business day after the Original Signature Date.

6.4 The Seller shall be obliged to submit any proposed amendments which it may have on the Consent Application to the Purchaser within 5 (five) business days of receiving the Consent Application as contemplated in clause 6.3. The Purchaser shall be obliged to accept such proposed amendments provided that they are reasonable.

6.5 The Purchaser shall procure that the Consent Application (as amended in terms of clause 6.4, if applicable) is submitted to the DMR by no later than the date for fulfilment of the Condition Precedent in clause 5.1.1.

6.6 Each of the Parties shall –

6.6.1 provide all information in their possession and which is reasonably necessary for the submission of the Consent Application within 5 (five) business days after receipt of written request from the Purchaser’s Attorneys;

6.6.2 sign all documents within 2 (two) business days of being requested to do so by the Purchaser’s Attorneys in writing, provided that the Seller shall only be obliged to sign such documents if the documents do not contain any inaccuracies, are not misleading and comply with the MPRDA; and

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6.6.3 use its commercially reasonable endeavours to comply with all reasonable requests by the DMR in order to enable the Consent Application to be dealt with, to the extent that it is within its power to do so.

6.7 The Purchaser shall pay the costs of the Purchaser’s Attorneys in respect of the preparation and submission of the Consent Application.

7 MERGER NOTIFICATION TO COMPETITION AUTHORITIES

7.1 It is recorded that the Sale will result in a change in control, as contemplated by Chapter 3 of the Competition Act, which will require the approval of the Competition Authorities prior to this Agreement being implemented.

7.2 The Seller and the Purchaser shall, as soon as reasonably possible after the Original Signature Date, jointly instruct the Seller’s Attorneys to prepare and submit a merger notice in respect of the Sale to the Competition Authorities in terms of the Competition Act for approval.

7.3 Each of the Seller and the Purchaser shall use its reasonable endeavours to procure that the Merger Notification is submitted to the Competition Authorities by no later than 30 June 2012.

7.4 Each of the Parties shall –

7.4.1 sign all documents and expeditiously provide all necessary information upon being required to do so;

7.4.2 use its reasonable endeavours and shall take all such steps and render all such assistance as may be reasonably necessary to procure that the Merger Notification is properly prepared and duly submitted within the time period specified in clause 7.3; and

7.4.3 do everything reasonably required by the Competition Authorities in order to enable the Merger Notification to be dealt with, to the extent that it is within its power to do so.

7.5 If the Competition Commission prohibits the implementation of the Sale (or approves the implementation of the Sale subject to a condition or conditions not approved in writing as contemplated in clause 5.1.5), the Seller or the Purchaser may, through the Seller’s Attorneys, request the Competition Tribunal to consider

18

the Sale and/or the condition/s thereof, and if the Competition Tribunal prohibits the implementation of the Sale and/or upholds the condition/s (as imposed or as modified by the Competition Tribunal), as the case may be, the Seller or the Purchaser may appeal to the Competition Appeal Court. The Seller’s Attorneys’ fees and disbursements for the aforesaid request and/or appeal shall be shared between the Seller and the Purchaser.

7.6 The Purchaser shall pay the costs of and associated with the filing of the Merger Notification. The legal fees of the Seller’s Attorneys for the preparation and submission of the Merger Notification shall be paid by the Seller. Each Party shall pay their own legal costs associated with the preparation of such Merger Notification (if any).

8 SALE

8.1 The Seller hereby sells to the Purchaser, which hereby purchases, the Sale Equity.

8.2 Ownership and all risk in and all benefit attaching to the Sale Equity will be deemed to have passed to the Purchaser upon delivery of the documents referred to in clause 14.1 to the Purchaser on the Closing Date.

8.3 Save as expressly provided elsewhere in this Agreement, possession and effective control of the Sale Equity will be given to the Purchaser on Closing and the Seller will accordingly retain the right to exercise all voting rights attaching to the Sale Shares until the Closing.

9 PURCHASE CONSIDERATION AND PAYMENT

9.1 The Purchase Consideration is an amount calculated in accordance with the following formula –

PC = A – B

Where –

PC =	the Purchase Consideration;
A  =	(i) R1,500,000,000 (one billion five hundred million rand) if the Closing Date occurs on 31 October 2012, (ii) the Reduced Consideration if the

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	Closing Date occurs before 31 October 2012; or (iii) the Increased Consideration if the Closing Date occurs after 31 October 2012; and
B   =	the aggregate of any Distributions made by any member of the Group to any member of the Seller’s Group, and any repayment of any amount owing by any member of the Group to any member of the Seller’s Group on loan account, in terms of clause 17.8.2 or in contravention of the provisions of clause 17.

9.2 The Purchase Consideration will be allocated as follows –

9.2.1 in respect of the Sale Claims, the face value thereof;

9.2.2 in respect of the Sale Shares, the balance of the Purchase Consideration.

9.3 The Purchase Consideration, less the aggregate of –

9.3.1 if the Break Fee was paid by the Purchaser to the Seller in terms of clause 11.1, the amount deemed to have been paid to the Seller as part payment of the Purchase Consideration in terms of clause 11.4; and

9.3.2 if the Deposit was paid by the Purchaser to the Seller in terms of clause 10, the amount deemed to have been paid to the Seller as part payment of the Purchaser Consideration in terms of clause 10.3,

shall be paid by the Purchaser to the Seller in cash on the Closing Date.

9.4 In addition to the payment referred to in clause 9.3, the Purchaser shall be obliged, on the Closing Date, to either –

9.4.1 procure that the Company repays the Seller’s Credit Loan Account; or

9.4.2 acquire the Seller’s Credit Loan Account from the Seller at the face value thereof, in which event, against payment of such amount (together with any accrued interest thereon), the Seller hereby cedes, transfers and makes over to the Purchaser all of its right, title and interest in and to the Seller’s Credit Loan Account with effect from the Closing Date.

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10 DEPOSIT

10.1 If –

10.1.1 all of the Conditions Precedent other than the Condition Precedent set out in clause 5.1.7 have been fulfilled or waived, as the case may be;

10.1.2 the requirements of section 44 of the Companies Act have been satisfied in order to enable the Company to provide the financial assistance contemplated in Annexure 4 and the Company has given written notice to the Purchaser in which the Company confirms that those requirements have been satisfied and to which certified copies of the resolutions of the shareholders and directors required by section 44 are attached;

10.1.3 the Seller and the Company have executed the security cessions attached hereto as Annexures 3 and 4, respectively; and

10.1.4 the Company has, to the extent required by the Purchaser, registered the mortgage bonds referred to in clause 4 of the security cession which is attached hereto as Annexure 4,

the Purchaser shall, on the Deposit Date, pay to the Seller the Deposit to be held by the Seller subject to the remainder of this clause 10. The remainder of this clause 10 shall only apply if the Purchaser has paid the Deposit to the Seller in terms of this clause 10.1.

10.2 If the Condition Precedent set out in clause 5.1.7 has neither been fulfilled nor waived on or before the time stipulated for fulfilment (or any extension thereof) with the consequence that, in terms of clause 5.8, this Agreement lapses, then the Seller shall, within 5 (five) business days after this Agreement lapses, refund to the Purchaser the Deposit plus an amount calculated in accordance with the following formula –

A = (N/365 × 0.05 × D)

Where –

A = the amount to be calculated;

N = the number of days from the date on which the Deposit was paid to the

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Seller to the day immediately preceding the day on which the Seller is obliged to refund the Deposit to the Purchaser in accordance with this clause 10.2; and

D = the amount of the Deposit paid to the Seller.

10.3 If the Purchase Consideration has become payable to the Seller, then, without detracting from the Seller’s obligations in terms of clause 14, the Seller shall retain the Deposit and the Purchaser shall be deemed to have paid into the Seller’s Designated Account, as part payment on account of the Purchase Consideration payable by the Purchaser, the sum of the Deposit plus an amount calculated in accordance with the following formula –

A = (N/365 × 0.05 × D)

Where –

A = the amount to be calculated;

N = the number of days from the date on which the Deposit was paid to the Seller to the Closing Date; and

D = the amount of the Deposit paid to the Seller.

10.4 The Seller is aware that the Purchaser intends to raise a portion of the funds it requires in order to pay the Purchase Consideration from debt finance, but that the Purchaser may not be able to draw down on that debt finance until the Condition set out in clause 5.1.7 has been fulfilled. Accordingly, it is recorded that, if (i) the Deposit has been paid to the Seller, (ii) the lenders of the Purchaser’s debt finance are prepared to agree thereto, and (iii) there are no adverse tax or other consequences as a result thereof, the Purchaser and the Seller may agree in writing that the Company shall, instead of the Purchaser, at its own cost and risk and without recourse to the Purchaser or Pan African conclude debt finance agreements and draw down on that debt finance to the extent of the difference between the amount of the Deposit and the amount of the Purchase Consideration, whereafter –

10.4.1 the Company shall declare and pay the proceeds of that debt drawdown as a Distribution to the Seller; and

10.4.2 the Purchase Consideration shall be reduced by the amount of those

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proceeds plus an amount calculated in accordance with the following formula –

A = (N/365 × 0.05 × P)

Where –

A = the amount to be calculated;

N = the number of days from the receipt by the Company of those proceeds from those lenders to the Closing Date; and

P = the amount of those proceeds.

11 BREAK FEE

11.1 The Purchaser shall –

11.1.1 within 5 (five) business days after the Original Signature Date, pay to the Seller the amount of R20,000,000 (twenty million rand); and

11.1.2 on or before 14h00 on 20 August 2012, pay to the Seller a further amount of R30,000,000 (thirty million rand),

to be held by the Seller subject to the remainder of this clause 11. The aggregate amount paid by the Purchaser to the Seller in terms of this clause 11.1 is referred to herein as the “Break Fee”. For the avoidance of doubt, it is recorded that, until the amount of R30,000,000 (thirty million rand) becomes payable in terms of clause 11.1.2, the Break Fee shall mean only the amount of R20,000,000 (twenty million rand). The remainder of this clause 11 shall only apply if the Purchaser has made a payment to the Seller in terms of this clause 11.1.

11.2 If any one of the Conditions Precedent set out in clauses 5.1.2, 5.1.3, 5.1.5 and 5.1.7 has neither been fulfilled nor waived on or before the time stipulated for fulfilment thereof (or any extension thereof) with the consequence that, in terms of clause 5.8, this Agreement lapses, then the Seller shall, within five business days after this Agreement lapses, refund to the Purchaser the Break Fee plus an amount calculated in accordance with the following formula –

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A = (N1/365 × 0.05 × 20 000 000) + (N2/365 × 0.05 × 30 000 000)

Where –

A = the amount to be calculated;

N1 = the number of days from the date on which the amount of R20,000,000 (twenty million rand) was paid to the Seller as part of the Break Fee to the day immediately preceding to the date on which the Seller makes payment to the Purchaser in accordance with this clause 11.2; and

N2 = the number of days from the date on which the amount of R30,000,000 (thirty million rand) was paid to the Seller as part of the Break Fee to the day immediately preceding the date on which the Seller makes payment to the Purchaser in accordance with the provisions of this clause 11.2, it being recorded that if the amount of R30,000,000 (thirty million rand) was not paid to the Seller in accordance with the provisions of clause 11.1.2, then the amount of N2 shall be Nil.

11.3 If any of the Conditions Precedent set out in clauses 5.1.1, 5.1.4 or 5.1.6 has neither been fulfilled nor waived on or before the time stipulated for fulfilment thereof (or any extension thereof) with the consequence that in terms of clause 5.8 this Agreement lapses, then the Seller shall be entitled to retain the Break Fee as compensation for the Sale not being implemented.

11.4 If the Purchase Consideration has become payable to the Seller in terms of clause 9.3, then, without detracting from the Seller’s obligations in terms of clause 14, the Seller shall retain the Break Fee and the Purchaser shall be deemed to have paid into the Seller’s Designated Account, as part payment on account of the Purchase Consideration payable by the Purchaser, the sum of the Break Fee plus an amount calculated in accordance with the following formula –

A = (N1 ÷ 365 x 0.05 × 20,000,000) + (N2/365 × 0.05 × 30,000,000)

Where –

A = the amount to be calculated;

N1 = the number of days from the date on which the amount of R20,000,000 (twenty million rand) was paid to the Seller as part of the Break Fee to the

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Closing Date; and

N2 = the number of days from the date on which the amount of R30,000,000 (thirty million rand) was paid to the Seller as part of the Break Fee to the Closing Date.

12 PAYMENTS, ACCELERATION AND INTEREST ON OVERDUE AMOUNTS

12.1 All payments to be made by the Purchaser or Pan African under or arising from this Agreement will be made by electronic transfer of immediately available and freely transferable funds, free of any deductions or set-off whatsoever, in the currency of South Africa, to the Seller’s Designated Account.

12.2 Should any payment to be made by one Party (“Payor”) to another Party (“Payee”) under or arising from this Agreement fail to be made on the due date thereof then, without prejudice to such other rights as may accrue to the Payee consequent upon such failure, such overdue amounts will bear interest, which will be payable by the Payor to the Payee at the Prime Rate plus 400 (four hundred) basis points.

13 GUARANTEE

13.1 Pan African irrevocably and unconditionally, as principal obligor, and not merely as surety, and on the basis of a severable and discrete obligation enforceable against Pan African, guarantees to the Seller the due performance by the Purchaser of all its obligations under this Agreement (“Guaranteed Obligations”).

13.2 All admissions and acknowledgements of indebtedness by the Purchaser to the Seller shall be binding on Pan African.

13.3 Pan African waives any rights that it may have to first require the Seller to proceed against or claim payment from the Purchaser, to take action or obtain judgement in any court against the Purchaser, to make, file or prove any claim in the winding up or dissolution of the Purchaser, or to enforce or seek to enforce any guarantee or security granted by the Purchaser, before making payment under this clause 13.

13.4 Pan African hereby renounces the benefits of the legal exception of simultaneous

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citation and division of debt (de duobus vel pluribus reis debendi), insofar as such exception may be applicable. Pan African acknowledges that it is fully aware of the meaning and effect of those benefits and the renunciations thereof.

13.5 The liability of Pan African under this clause 13 shall not be prejudiced, affected or diminished by any act, omission, circumstances, matter or thing which, but for this provision might operate to release or otherwise exonerate Pan African from its obligations hereunder in part or in whole, including, without limitation and whether or not known Pan African –

13.5.1 the variation, compromise, renewal, release, refusal or neglect to perfect or enforce any rights, remedies or securities against the Purchaser;

13.5.2 any variation of or extension of the due date for performance of any term of this Agreement in connection with the Guaranteed Obligations (with the intent that Pan African’s obligations in respect of the Guaranteed Obligations shall apply as varied or in respect of the extended due date) or any increase, reduction, exchange, acceleration, renewal, surrender, release or loss of or failure to perfect any of the Guaranteed Obligations or any security therefor or any non-presentment or non-observance of any formality in respect of any instruments;

13.5.3 the winding up or any change in the name or constitution of the Purchaser; or

13.5.4 any legal limitation, disability, incapacity or other circumstances relating to the Purchaser or Pan African.

13.6 The maximum liability of Pan African under this clause 13 and any potential guarantee, suretyship, indemnity or undertaking to be given by Pan African to the Seller in terms of clause 15.1 and any other guarantee/s given by Pan African to the Seller elsewhere in this Agreement is R1,550,000,000 (one billion five hundred and fifty million rand).

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14 CLOSING

14.1 On the Closing Date representatives of the Seller and the Purchaser shall meet at 10h00 at the offices of the Seller’s Attorneys or such other place as the Seller and the Purchaser may agree in writing, at which meeting the Seller will deliver to the Seller’s Attorneys –

14.1.1 an original share certificate/s in respect of the Sale Shares;

14.1.2 a signed share transfer form/s in respect of the Sale Shares;

14.1.3 resignations of all the directors of the Group with effect from the Closing Date;

14.1.4 resignations of the public officer and company secretary of the Company as at the Closing Date, it being specifically agreed that these resignations are from formal appointments as officers of the Company only, and not from posts of employment with the Company, if applicable; and

14.1.5 a certified copy of a resolution of the directors of the Company appointing, with effect from the Closing Date, such directors of the Group as may have been nominated for that purpose by the Purchaser by means of written notice to the Seller at least 20 (twenty) business days prior to the Closing Date.

14.2 On the Closing Date and against payment of the amount referred to in clauses 9.3 and, if applicable, 9.4, the Seller shall deliver to, or place the Purchaser in control of all documents, information and other data in respect of the mining assets of the Group which belong to the Group, are in the possession of members of the Seller’s Group and are separate and distinct from documents, information and other data in respect of members of the Seller’s Group.

14.3 The Seller shall procure that the Seller’s Attorneys will hold the documents delivered to it in terms of clause 14.1 in escrow and shall release them to the Purchaser when the Seller’s Attorneys have received confirmation from the Seller or the bank where the Seller’s Designated Account is held, or such other proof as they may deem appropriate, that the amounts referred to in clauses 9.3 and, if applicable, 9.4 have been credited to the Seller’s Designated Account.

14.4 The Seller undertakes to notify the Seller’s Attorneys immediately after the Seller becomes aware that the amounts referred to in clauses 9.3 and, if applicable, 9.4

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have been credited to the Seller’s Designated Account.

14.5 Against payment of the amounts referred to in clauses 9.3 and, if applicable, 9.4, the Seller hereby cedes to the Purchaser all of its right, title and interest in and to the Sale Claims with effect from the Closing Date.

14.6 The Seller and the Purchaser may, by agreement in writing, dispense with a meeting on the Closing Date and may instead ensure delivery of the documents referred to in clause 14.1 in such other manner as they agree to be convenient.

15 RELEASE FROM GUARANTEES AND SURETYSHIPS

15.1 The Purchaser and Pan African will use reasonable endeavours to procure the release of the Seller (and all members of the Seller’s Group), within a period of 30 (thirty) days from the Closing Date, from those guarantees, suretyships, indemnities and undertakings (including letters of comfort and the like) furnished by them in respect of the obligations of the Group in the normal course of business during the period between the Original Signature Date and the Closing Date. The Purchaser and Pan African will, if necessary to procure such release, be obliged to furnish their own guarantees, suretyships, indemnities and undertakings and, if required to procure such release, shall be obliged to discharge any principal obligation or to agree to any variation of the terms of such guarantee, suretyship or indemnity.

15.2 Each of the Purchaser and Pan African indemnifies the Seller (and all members of the Seller’s Group) against any claim in respect of any liability arising under the matters referred to in clause 15.1. The Purchaser and Pan African will be obliged to make payment under this indemnity as soon as the Seller becomes obliged to make any payment in respect of any such liability.

15.3 It is agreed that the provisions of clauses 15.1 and 15.2 shall not apply to any guarantee, suretyship or the like provided by the Seller to Eskom in order to procure the fulfilment of the Condition Precedent set out in clause 5.1.2. Any such guarantee, suretyship or the like shall be dealt with on the basis agreed between the Seller, the Purchaser and Pan African prior to the provision of such guarantee, suretyship or the like.

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16 IMPLEMENTATION UNDERTAKINGS

The Purchaser, Pan African and the Seller hereby irrevocably and unconditionally undertake that each of them shall (as a separate undertaking given by each of them) refrain from taking any action that would, or would reasonably be expected to, prevent or delay the fulfillment of any of the Conditions Precedent or otherwise prevent or delay implementation of the Sale.

17 DISTRIBUTIONS AND LOAN ACCOUNTS

17.1 It is recorded that, as at the Measurement Date –

17.1.1 the Seller’s Group was indebted to the Group on loan account in an aggregate amount of R338,420,000 (three hundred and thirty eight million four hundred and twenty thousand rand); and

17.1.2 the Group was indebted to the Seller’s Group on loan account in an aggregate amount of R112,395,000 (one hundred and twelve million three hundred and ninety five thousand rand).

17.2 It is also recorded that the Seller paid an amount of R27,942,000 (twenty seven million nine hundred and forty two thousand rand) into the Harmony Gold Environmental Trust for and on behalf of the Company, and in respect of the rehabilitation obligations of the Company, on 27 June 2012, which payment had the effect of reducing the balance referred to in 17.1.1 to R310,478,000 (three hundred and ten million four hundred and seventy eight thousand rand).

17.3 The Seller shall procure that, on or before 17 August 2012, the following transactions are implemented in the following sequence –

17.3.1 all obligations of the Seller’s Group referred to in clause 17.1.1 which are not owed by the Seller itself are delegated to the Seller (and the Company hereby consents to such delegation and the Company shall procure that any Subsidiary to which such obligations are owed consents to such delegation) and all claims of members of the Seller’s Group referred to in clause 17.1.2 which are not claims of the Seller itself are ceded to the Seller;

17.3.2 the amount referred to in clause 17.1.2 is set off against the amount referred to in clause 17.1.1 (as reduced by the amount referred to in clause 17.2),

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which will have the effect of reducing the amount owing by the Seller to the Group to R198,083,000 (one hundred and ninety eight million and eighty three thousand rand);

17.3.3 subject to 17.3.6, an amount of R120,058,000 (one hundred and twenty million and fifty eight thousand rand) of the balance referred to in clause 17.3.2 is repaid by the Seller to the Group by paying such amount into a bank account in the name of the Company, which will have the effect of reducing the balance referred to in clause 17.3.2 to R78,025,000 (seventy eight million and twenty five thousand rand);

17.3.4 the Company makes a Distribution of R78,025,000 (seventy eight million and twenty five thousand rand) to the Seller, which Distribution will not be paid in cash and will be left owing to the Seller and which will then be settled by setting off the amount of the Distribution against the balance referred to in clause 17.3.3;

17.3.5 subject to 17.3.6, the Company repays the amount of R21,763,000 (twenty one million seven hundred and sixty three thousand rand) to the Seller in cash, such amount constituting the Seller’s Credit Loan Account for the period from 1 April 2012 to 30 June 2012; and

17.3.6 the payments referred to in 17.3.3 and 17.3.5 shall be set-off against each other so that the net amount payable by the Seller to the Company will be R98,295,000 (ninety eight million two hundred and ninety five thousand rand).

17.4 The Seller shall procure that the necessary declaration is made by the Seller so as to ensure that the Distributions provided for in clauses 17 and 18 are exempt from dividends tax in terms of section 64F of the Income Tax Act, No 58 of 1962.

17.5 The effect of the transactions provided for in clause 17.3 will be that –

17.5.1 the Company will have an agreed cash balance in a bank account in the name of the Company of R98,859,000 (ninety eight million eight hundred and fifty nine thousand rand) immediately after such transactions have been implemented, which amount does not take into account any transactions or movements after 30 June 2012;

17.5.2 all amounts owing by the Seller’s Group to the Group as at 30 June 2012 will

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have been settled; and

17.5.3 all amounts owing by the Group to the Seller’s Group as at 30 June 2012 will have been settled.

17.6 The provisions of this clause 17 do not detract from the Warranties contained in clause 4.2 of Annexure “2”.

17.7 The Parties agree that –

17.7.1 the transactions provided for in clause 17.3 (other than clause 17.3.5) shall be deemed to have occurred on the Measurement Date, but on the basis that, provided that clause 17.3 is complied with, no Party shall have any claims against any other Party for interest that would have been payable if those transactions in fact occurred on the Measurement Date; and

17.7.2 the Seller has accordingly prepared the Adjusted Condensed Consolidated Balance Sheet in order to reflect (i) the position that would have prevailed on the Measurement Date if the transactions provided for in clause 17.3 (other than clause 17.3.5) had in fact occurred on the Measurement Date and (ii) the position that would have prevailed on 30 June 2012 if the transactions provided for in clause 17.3 had in fact occurred prior to 30 June 2012.

17.8 Notwithstanding the provisions of clause 8, it is agreed that the Seller is not entitled to the benefits of the Sale Equity in respect of the period after the Measurement Date and, accordingly –

17.8.1 the Seller agrees to procure that, after 31 March 2012, the Company, save as expressly permitted in terms of this clause 17, shall not have made, and shall not make, any Distributions and the Subsidiaries shall not have made, and shall not make, any Distributions other than to the Company or another Subsidiary; and

17.8.2 it is agreed that, following any Distribution/s in terms of clause 17.3, the Seller will be entitled, with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed) to procure that the Company, subject to compliance with the applicable provisions of the Companies Act, (i) makes a Distribution/s to the Seller out of the profits of the Company for the period between the Measurement Date and the Closing Date and (ii) repays

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any amount owing to any entity within the Seller’s Group on loan account.

17.9 In addition, and notwithstanding anything to the contrary contained in this Agreement, the Seller will be entitled to procure, by not later than 17 August 2012 and subject to compliance with the applicable provisions of the Companies Act, that –

17.9.1 the Company makes a Distribution to the Seller of R53,594,000 (fifty three million five hundred and ninety four thousand rand) in respect of a portion of the profit made by the Company pursuant to the Taung Sale Agreement; and

17.9.2 the amount of the Distribution referred to in clause 17.9.1 shall not be paid in cash but shall be settled by setting off such amount against the Seller’s obligation referred to in clause 18.1.6.

17.10 It is acknowledged and agreed that the Sale Shares are sold ex any Distribution declared as contemplated in clauses 17and 18.

17.11 The Seller undertakes to procure that –

17.11.1 between the Measurement Date and the Closing Date, no amounts shall be or become owing by the Seller’s Group to the Group, or by the Group to the Seller’s Group, except for –

17.11.1.1 such amounts as may become payable in terms of the Evander Shared Services Agreement or the Harmony Shared Services Agreement; and

17.11.1.2 any Seller’s Credit Loan Account that may arise in respect of any period after 30 June 2012;

17.11.2 in respect of the month of July 2012 up to the Closing Date, the net amount owed by the Seller’s Group to the Group on debit loan account at the end of a month (if any) is transferred into a bank account in the Company’s name within 10 (ten) days after the end of each subsequent month (provided that in respect of the month of July 2012, such transfer need only occur on or before 20 August 2012), which bank account will attract interest at the same rate applicable to the Seller’s treasury accounts held with the same financial institution, it being agreed that the Seller will be entitled to transfer funds from that bank account to a bank account in the name of a member of the Seller’s

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Group at any time to settle any net amount owing at that time by any member of the Group to any member of the Seller’s Group;

17.11.3 whenever requested by the Purchaser, acting reasonably, the Purchaser is provided with bank statements or such other evidence as may reflect all transfers of funds into or out of the bank accounts of the Group; and

17.11.4 no amounts are owed by the Seller’s Group to the Group as at the Closing Date save for amounts payable in terms of the Evander Shared Services Agreement,

it being agreed that the provisions of clause 29 shall not apply to the undertakings given in this clause 17.11.

17.12 Between 1 September and the Closing Date, the Company will be obliged to pay, and the Seller will be entitled to procure that the Company pays, interest on the Seller’s Credit Loan Account net of any amounts owing by the Seller’s Group to the Group at a rate of 5% (five percent), nominal annual compounded monthly in arrears.

18 TAUNG SALE AGREEMENT

18.1 It is recorded that –

18.1.1 prior to the Original Signature Date, the Company had concluded the Taung Sale Agreement;

18.1.2 this Agreement was concluded on the basis that the Seller would accept and obtain the risk and benefit of the Taung Sale Agreement as set out in this clause 18 as read with clause 17.9;

18.1.3 the full purchase consideration, being an amount of R256,500,000 (two hundred and fifty six million five hundred thousand rand), payable in terms of the Taung Sale Agreement has been received by the Seller on behalf of the Company;

18.1.4 R100,000,000 (one hundred million rand) of the amount referred in clause 18.1.3 was included in the indebtedness of the Seller’s Group referred to in clause 17.1.1 and the repayment thereof is dealt with in clause 17.3;

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18.1.5 the balance of the amount referred in clause 18.1.3, being R156,500,000 (one hundred and fifty six million five hundred thousand rand), was received by the Seller after the Measurement Date and the Seller has paid the amount of R102,906,000 (one hundred and two million nine hundred and six thousand rand) in cash, without set-off or deduction of any nature whatsoever, to SARS on account of the Company’s estimated obligation to pay R71,406,000 (seventy one million four hundred and six thousand rand) in respect of tax arising from the Taung Sale Agreement and the Company’s obligation to pay R31,500,000 (thirty one million five hundred thousand rand) in respect of value added tax; and

18.1.6 the remaining amount of R53,594,000 (fifty three million five hundred and ninety four thousand rand) shall remain owing by the Seller to the Company until set-off in accordance with the provisions of clause 17.9.

18.2 The Company irrevocably and in rem suam nominates, constitutes and appoints the Seller (and all executive directors and managerial employees of the Seller from time to time) with full power of substitution to be its lawful attorneys and agents, in its name, place and stead to –

18.2.1 make all such decisions as he/she deems necessary in connection with the Taung Sale Agreement;

18.2.2 sign all documents or agreements amplifying, amending, varying and/or reinstating the Taung Sale Agreement (including without limitation negotiating and/or settling the terms of any such documents or agreements amending and/or replacing the Taung Sale Agreement, or any provisions thereof);

18.2.3 do all such things as may be necessary to procure the extensions of all or any of the remaining conditions precedent or resolutive condition contained in the Taung Sale Agreement;

18.2.4 do all such things and sign all such documents as may be necessary for and incidental to the fulfilment of the remaining conditions precedent or non-fulfilment of the resolutive condition to the Taung Sale Agreement and the implementation of the Taung Sale Agreement; and

18.2.5 do all such things and sign all such documents as may be necessary for and incidental to the determination of the Tax Payable.

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18.3 The Company hereby undertakes to provide the Seller with copies of all documents, and to the extent necessary, all original documents, and such assistance as may be necessary to enable the Seller to procure the implementation of the Taung Sale Agreement.

18.4 If requested by the Seller, the Company shall procure the passing of all such resolutions and the signature of all such documents as may be necessary to enable the Seller to procure the implementation of the Taung Sale Agreement.

18.5 In the event that the Tax Payable is finally determined by SARS or by a Court to be –

18.5.1 less than R71,406,000 (seventy one million four hundred and six thousand rand), the Purchaser shall pay, as an increase of the Purchase Consideration, to the Seller the difference between R71,406,000 (seventy one million four hundred and six thousand rand) and the Tax Payable, on the later of the Closing Date and 5 (five) business days after the date of refund by SARS to the Company of the surplus amount paid by the Company in excess of the Tax Payable; or

18.5.2 more than R71,406,000 (seventy one million four hundred and six thousand rand), the Purchase Consideration shall be reduced by the difference between the Tax Payable and R71,406,000 (seventy one million four hundred and six thousand rand), and if such final determination occurs after the Closing Date then Seller shall pay the amount of such reduction of the Purchase Consideration to the Purchaser on the date on which the additional Tax Payable is due and payable to SARS.

18.6 The Purchaser and the Company should be obliged to take all such steps as are within their power to procure that any refund due by SARS as contemplated in clause 18.5.1 is made as soon as possible.

18.7 The Parties shall be obliged to take all such reasonable steps which are within their power to procure that the Taung Sale Agreement is implemented as soon as possible after the Original Signature Date and that the Tax Payable is determined as soon as possible after such implementation.

18.8 Each of the Company, the Purchaser and Pan African undertakes at all times to do all such things, perform all such actions and take all such steps and to

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procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to it and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import and implementation of the Taung Sale Agreement.

18.9 It is recorded that this Agreement has been entered into on the basis that the Company will not benefit from the transaction recorded in the Taung Sale Agreement and will not incur any cost or expense in respect thereof. Accordingly –

18.9.1 the Company, the Purchaser and Pan African have agreed to the provisions of this clause 18; and

18.9.2 subject to full compliance by the Purchaser and Pan African with their obligations and undertakings in this clause 18 (excluding clause 18.10), the Seller hereby indemnifies and holds the Company harmless against all claims made against the Company and all liabilities, costs and expenses that may be incurred in respect of the transaction recorded in the Taung Sale Agreement, including any claim for repayment of the purchase consideration paid under the Taung Sale Agreement and any interest or penalties payable by the Company in respect of the Tax Payable (other than interest or penalties arising out of any act or omission by the Company and/or the Purchaser after the Closing Date), but the Company shall not be entitled to recover under this clause 18.9.2 any amount which is taken into account as an increase or reduction of the Purchase Consideration in terms of clause 18.5.

18.9.3 The provisions of clauses 29.1.2, 29.1.3 and 29.1.4 shall not apply to the undertakings and indemnity given by the Seller in terms of this clause 18. For the avoidance of doubt, the indemnity given in terms of clause 18.9.2 does not apply to the 2008 Agreements.

18.10 In the event that a claim is made for the repayment of all or a portion of the purchase consideration paid under the Taung Sale Agreement and the Seller has complied with its obligations under clause 18.9.2 and paid to the Company the amount which the Company is required to repay in terms of the Taung Sale Agreement, the Company and the Purchaser shall be obliged to –

18.10.1 take all such steps as are within their power to procure that the Company

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recovers from SARS as soon as possible such refund of the R102,906,000 (one hundred and two million nine hundred and six thousand rand) referred to in clause 18.1.5 as the Company is entitled to recover; and

18.10.2 pay the amount refunded by SARS to the Seller forthwith on receipt by the Company of such refund,

provided that the Seller shall be entitled, but not obliged, to claim such refund from SARS for and on behalf of the Company in which event the provisions of clauses 18.2, 18.3, 18.4 and 18.12 shall mutatis mutandis apply to such claim by the Seller and any proceedings in regard thereto.

18.11 The Purchaser shall promptly notify the Seller of any claim made by any third party against the Company (“Third Party Claim”) which may give rise to a claim for indemnification under this clause 18.

18.12 The Seller shall have the right to defend the Company against the Third Party Claim with legal representation of its choice provided that –

18.12.1 the Seller notifies the Purchaser within 10 (ten) business days after the Purchaser has given notice of the Third Party Claim that the Seller will indemnify the Company from and against the entirety of any costs the Company may incur resulting from, arising out of, relating to, or caused by the Third Party Claim; and

18.12.2 the Seller conducts the defence of the Third Party Claim actively and diligently and –

18.12.2.1 affords the Purchaser and the Company a reasonable opportunity to be present at and to participate in all discussions and meetings which are held by the Seller or by any counsel, attorney or third party (acting on behalf of the Seller) in connection with such defence; and

18.12.2.2 permits the Purchaser to express its views and opinions from time to time in regard to the defence of a Third Party Claim.

18.13 The Company will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Seller.

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18.14 The Seller will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld).

18.15 The Purchaser and Pan African undertake and warrant to and in favour of the Seller that, other than pursuant to the Taung Sale Agreement, they and the Company will not encumber or dispose of the Taung Sale Assets, or any of them, or enter into an agreement to encumber or dispose of the Taung Sale Assets, or any of them, prior to the earlier of the –

18.15.1 4^th (fourth) anniversary of the Closing Date; and

18.15.2 date of implementation of the 2008 Agreements in full,

without the Seller’s prior written consent.

19 REHABILITATION TRUST FUND

The Seller shall procure that –

19.1 a separate rehabilitation trust fund, complying with the requirements of the DMR and the South African Revenue Services, is established by the Company for the rehabilitation of the Company’s mining operations on closure;

19.2 the amount in the Harmony Gold Environmental Trust in respect of the rehabilitation of the Company’s mining operations is transferred into the fund referred to in clause 19.1 as soon as reasonably possible after 20 August 2012; and

19.3 the cash balance in such rehabilitation fund on the date of the transfer referred to in 19.2, after deducting any amount to be transferred in terms of the Taung Sale Agreement, is not less than R196,408,000 (one hundred and ninety six million four hundred and eight thousand rand) plus any growth accrued from 1 July 2012 in respect of such amount in the Harmony Gold Environmental Trust.

20 EMPLOYEES

20.1 The Seller shall, after the Closing Date, remain responsible for ensuring that all Share Rights in respect of shares in the Seller held by any of the Employees to be transferred to the Company in accordance with the provisions of the Sale of

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Business Agreement are dealt with in accordance with the rules applicable to such Share Rights.

20.2 The Purchaser acknowledges having been provided with details of the Profit Share Scheme prior to the Original Signature Date.

20.3 The Purchaser and the Company undertake to provide the Seller, on request by the Seller, with all such information regarding the Company as may be reasonably necessary for the Seller to calculate the profit share payable in terms of the Profit Share Scheme from time to time.

20.4 The Seller shall notify the Purchaser of the profit share payable in terms of the Profit Share Scheme from time to time. If requested by the Purchaser, and at the Purchaser’s cost, the Seller shall provide the Purchaser with confirmation from the Auditors that any such profit share payable notified by the Seller has been correctly calculated.

20.5 The Purchaser and Pan African shall be obliged to procure that the Company continues to make profit share payments to the Employees in accordance with the Profit Share Scheme after the Closing Date. If any such profit share payment in any quarter during the period commencing on the Closing Date and terminating on 30 June 2013 is greater than R350 (three hundred and fifty rand) per eligible Employee, the Seller shall be obliged, after having been provided with an invoice, to pay to the Company an amount equal to the aggregate of such excess.

20.6 The Purchaser acknowledges having been provided with details of the Harmony ESOP and acknowledges and agrees that the Seller’s obligations to the Employees under the Harmony ESOP (excluding in respect of awards made but not issued before the Closing Date) will terminate on the day immediately prior to the Closing Date.

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21 NON-SOLICITATION

21.1 The Seller undertakes to procure that none of the employees, within the category known as “payroll 1”, other than the general manager of the Business, seconded by it to the Company as at the Original Signature Date, and during the Interim Period, are transferred to the operations of any other member of the Seller’s Group.

21.2 Subject to the provisions of clauses 21.2 and 21.3, the Seller shall not, and shall procure that members of the Seller’s Group shall not, for a period of 12 (twelve) months from the Closing Date, solicit, endeavour to entice away, employ or offer to employ any of the Employees.

21.3 The placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of the provisions of clause 21.2, provided that no member of the Seller’s Group encourages or advises such agency to approach any such person.

21.4 Any general solicitations or advertisements for employment not specifically directed towards any of the Employees or any contact with the Employees in circumstances where such Employee approaches the Seller, or any member of the Seller’s Group, on an unsolicited basis shall not constitute a breach of the provisions of clause 21.2.

21.5 Subject to the provisions of clauses 21.6 and 21.7, the Purchaser and Pan African shall not, and shall procure that their subsidiaries shall not, for the period from the Original Signature Date until the Closing Date and for a period of 12 (twelve) months from the Closing Date, solicit, endeavour to entice away, employ or offer to employ any employees of the Seller’s Group.

21.6 The placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of the provisions of clause 21.5, provided that none of them encourages or advises such agency to approach any such person.

21.7 Any general solicitations or advertisements for employment not specifically directed towards any of the employees of the Seller’s Group or any contact with them in circumstances where such employee approaches the Purchaser or Pan

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African, or any of their subsidiaries, on an unsolicited basis shall not constitute a breach of the provisions of clause 21.5.

22 INTERIM PERIOD AND LIAISON ON CONDUCT OF BUSINESS

22.1 Joint Technical Steering Committee

22.1.1 The Seller and the Purchaser shall establish a joint liaison committee (“Interim Committee”) by no later than 10 (ten) business days after the Original Signature Date.

22.1.2 During the period from the date of fulfilment of the Condition Precedent in clause 5.1.5 to the Closing Date (“Liaison Period”), the Seller shall reasonably consider the views of the Purchaser in respect of the management of the Business. Notwithstanding the aforegoing, immediately after the Deposit has been paid to the Seller –

22.1.2.1 the Seller shall procure the election or appointment to the board of directors of the Company of such number of persons as may be nominated for this purpose by written notice from the Purchaser to the Seller, provided that such number shall be less than 50% (fifty percent) of the aggregate number of directors of the Company; and

22.1.2.2 the Purchaser shall (subject to the consent of the Seller and the Company, which shall not be unreasonably withheld by the Seller or the Company, for all directions which the Purchaser may give and subject to there being continued compliance with the provisions of clauses 22.2, 22.3 and 22.4 and all applicable laws) be entitled to direct the management of the Business.

22.1.3 During the Liaison Period, the Seller will procure that the Company will, during normal business hours, afford the Purchaser, its designated officers, senior managerial personnel and/or professional advisers (provided such latter persons are duly accompanied by an officer or senior manager of the Purchaser) with such access to the Business as the Purchaser may reasonably require for purposes of enabling them to familiarise themselves generally with the day-to-day conduct and operation of the business of the Company. The Purchaser will do this in such a manner that it will not interfere with or hinder the business of the Company or the Seller’s operational or line

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managerial responsibilities.

22.2 2012 and 2013 Business Plans

22.2.1 The Parties agree and record that, as at the Original Signature Date, the Seller has furnished to the Purchaser, and the Purchaser has confirmed its acceptance of, the detailed month-to-month business plan (and its associated operating budget and capital budget for the financial year 2012) (“2012 Business Plan”) approved and adopted by the Seller in respect of the Business for the period from 1 July 2011 to 30 June 2012, which 2012 Business Plan includes provision for the Company to incur capital expenditure in respect of the Business subject to the Seller’s normal approval process.

22.2.2 The Seller shall use all reasonable endeavours to prepare and submit to the Purchaser for consideration a detailed month-to-month business plan (and its associated opex budget and capex budget) for the financial year 2013 (“2013 Business Plan”) in respect of the Business, by no later than 30 July 2012. To the extent that the Closing Date has not occurred by 31 July 2013, then the Company shall prepare a detailed month-to-month business plan (and its associated opex budget and capex budget) for the financial year 2014 (“2014 Business Plan”) and the provisions of this clause 22.2 shall mutatis mutandis apply to the 2014 Business Plan.

22.2.3 After the date of fulfilment of the Condition Precedent in clause 5.1.5, the Seller shall not be entitled to materially amend the 2012 Business Plan, the 2013 Business Plan and/or the 2014 Business Plan without first submitting such amendment to the Interim Committee for discussion and consideration.

22.2.4 Save only in respect of such variations and/or deviations from the 2012 Business Plan, the 2013 Business Plan or the 2014 Business Plan as may be required in the ordinary course of business to meet at the relevant time any unforeseen exigencies relating to the Business, the Seller shall use its reasonable endeavours to implement the 2012 Business Plan, the 2013 Business Plan and the 2014 Business Plan in accordance, in all material respects, with its terms.

22.2.5 The Interim Committee shall meet on at least a monthly basis to discuss all issues pertaining to the running of the Business. Notwithstanding the monthly

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meetings of the Interim Committee, the Seller shall maintain overall management and control of the Business during the Interim Period.

22.3 Capex Budget

22.3.1 Without derogating from the generality of any of the provisions of this clause 22, the Seller and the Purchaser agree that, in respect of the Liaison Period, capital expenditure will be incurred in accordance with the relevant business plan. The Company may only incur capital expenditure over and above the capital expenditure provided for in the relevant business plan if such expenditure is required in the ordinary course of the business of the Company and following compliance with the Seller’s normal approval process.

22.3.2 The Company shall, before any proposed capex deviation or capex increase to the extent of more than 5% (five percent) occurs, consult with the Purchasers reasonably and in good faith in the forum of the Interim Committee, it being recorded that, if the Seller and the Purchaser fail to agree on the proposed capital expenditure deviation or capital expenditure increase, the Company shall be entitled, in its sole discretion, to incur (or commit to incur, as the case may be) the proposed capex deviation or capex increase.

22.4 Interim Period Undertakings by the Seller

22.4.1 During the Interim Period, the Seller will procure that the Company will continue to carry on the Business in substantially the usual and ordinary course consistent with past practice, procedures and policies, and in accordance with sound business practice, and the Company will not enter into any contract or commitment or do anything which, in any such case, is out of the ordinary or usual course of the business. In particular, but without limiting the generality of the aforegoing, the Seller undertakes, in favour of the Purchaser that, during the Interim Period, the Company shall not –

22.4.1.1 materially alter the existing nature or scope of the Business;

22.4.1.2 acquire or enter into any agreement to acquire (whether by one transaction or by a series of transactions) the whole or a substantial or material part of the business, undertaking or assets of any other person;

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22.4.1.3 dispose of or enter into any agreement to dispose of (whether by one transaction or by a series of transactions) any of the assets of the Group having a replacement value in excess of R100 000 (one hundred thousand rand), other than in the normal and ordinary course of business and excluding the Taung Sale Assets;

22.4.1.4 grant or agree to grant any loans or other financial facilities or assistance to or any guarantees or indemnities for the benefit of any person or create any mortgage, charge or other encumbrance over the whole or any part of the Business or any of the assets of the Group or to the extent that same may impair, encumber or hypothecate any assets, other than the normal and ordinary course of business;

22.4.1.5 enter into or agree to enter into any joint venture, partnership or agreement or other venture for the sharing of profits or assets;

22.4.1.6 commence, compromise or discontinue any legal, administrative, regulatory or arbitration proceedings (other than routine debt collection and other than in the normal and ordinary course of business);

22.4.1.7 give any express or implied warranties in respect of any products sold or services rendered by it, other than the usual and/or normal warranties given in the ordinary and regular course of carrying on the Business;

22.4.1.8 make or agree to any amendment, variation, deletion, addition, renewal or extension to or of, terminate or give any notice or intimation of termination of or breach or fail to comply with the terms of any material contract or arrangements with third parties, otherwise than in the normal and ordinary course of the Business;

22.4.1.9 make any changes to its accounting policies and procedures, other than as may be necessary to comply with any legislative or statutory changes;

22.4.1.10 take or agree to take any loans, borrowings or other forms of funding or financial facilities or assistance, or enter into or agree to enter into any foreign exchange transactions, guarantees or other similar agreements (which are not in the normal and ordinary course of business); and

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22.4.1.11 declare or pay any dividends or make any other Distribution, other than as contemplated in clause 17.

22.4.2 During the Interim Period, the Seller shall, in relation to the mining rights and the prospecting rights held by the Group, ensure that the Company will –

22.4.2.1 keep them in good standing and observe and perform its material ongoing obligations thereunder;

22.4.2.2 save for the Taung Sale Assets, not sell, transfer, assign or otherwise deal with or create any interest in any part of them;

22.4.2.3 not terminate them nor render them liable to forfeiture;

22.4.2.4 not create nor allow any encumbrance over them; and

22.4.2.5 not amend them nor seek to vary their operation.

23 INSURANCE

23.1 The Seller shall procure that the Company remains covered by the insurance policies in existence in respect of the Seller’s Group from time to time (“Seller’s Group Insurance”) from the Original Signature Date until the next date of expiry (“Date of Expiry”) of the Seller’s Group Insurance occurring after the Closing Date.

23.2 The Company shall be obliged to pay to the Seller its share of the premiums payable for the Seller’s Group Insurance, calculated on the same basis as the share of the premiums payable by the other operations of the Seller’s Group (“Company Share”).

23.3 The Seller shall procure that the Company Share is paid by the Company monthly, on the first business day of each month, up to the first business day of the month during which the Closing Date falls.

23.4 The Purchaser and Pan African undertake to ensure that the Company continues to pay the Company Share to the Seller monthly, on the first business day of each month, from the first business day of the 1^st (first) month after the Closing Date until the first business day of the month immediately prior to the Date of Expiry.

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24 MEASUREMENT DATE BALANCE SHEET AND MANAGEMENT ACCOUNTS

24.1 The Measurement Date Balance Sheet is attached hereto as Annexure “5” and the Adjusted Condensed Consolidated Balance Sheet is attached hereto as Annexure “6”.

24.2 For the month of July 2012 and until the Closing Date, monthly management accounts of the Business and a trial balance in respect of the Company shall be prepared by the Seller, by no later than 21 (twenty one) days after the end of the month to which they relate, applying materially the same accounting principles and policies which are applied by the Company as at 30 January 2012 in the preparation of the monthly management accounts of the Business and trial balances in respect of the Company, and which monthly management accounts and trial balances shall fairly reflect the financial position and trading results of the Company for the periods to which they relate and shall contain all such information as the Purchaser may reasonably request.

24.3 Without limiting the generality of the aforegoing, during the Liaison Period, the Company shall, with effect from the date on which the Interim Committee referred to in clause 22.1 shall have been established and commenced meeting, allow the Purchaser and/or its professional advisers reasonable access from time to time to the accounting personnel of the Seller to discuss the monthly management accounts of the Group.

25 DUE DILIGENCE INVESTIGATION

It is recorded that –

25.1 the Purchaser, Pan African and their representatives have, prior to 30 January 2012, conducted the Due Diligence Investigation to verify, inter alia –

25.1.1 the information conveyed in whatsoever form, presented and representations made by the Seller in respect of the Group; and

25.1.2 all facts or circumstances which could reasonably be regarded as material to a purchaser in acquiring the Sale Equity;

25.2 the Purchaser, Pan African and/or their representatives had, prior to the Original Signature Date, for purposes of the Due Diligence Investigation, been given

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access to the information contained in the documents included in the Data Room and/or pursuant to discussions between the Purchaser, Pan African and/or their representatives and members of the executive management of the Seller and the Company;

25.3 the Purchaser and Pan African hereby notify the Seller that they are satisfied with the results of the Due Diligence Investigation based on the disclosures made and information conveyed by the Seller during the Due Diligence Investigation and also based on their own searches, enquiries and investigations; and

25.4 the Purchaser and Pan African acknowledge, accept and confirm that the information contained in the documents included in the Data Room and the interviews held, are sufficient for them to make a decision as to whether or not the Purchaser should acquire the Sale Equity on the terms and subject to the conditions contained in this Agreement.

26 AMENDMENTS TO ANCILLARY AGREEMENTS

Harmony and the Company hereby undertake not to make any amendments to the Evander Shared Services Agreement, the Harmony Shared Services Agreement or the Sale of Business Agreement without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed.

27 WARRANTIES BY THE PURCHASER AND PAN AFRICAN

Each of the Purchaser and Pan African hereby warrants and undertakes to and in favour of the Seller that, prior to the Closing Date, none of them or their representatives will –

27.1 submit an application (of any nature) to the DMR or the Minister; and

27.2 hold discussions, of any nature whatsoever, with the DMR or the Minister,

regarding the transfer, or potential transfer, of any of the Company’s mining and/or prospecting rights to any other entity.

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28 WARRANTIES BY THE SELLER

28.1 Subject to the limitations and qualifications set out in this clause 28 and clause 29, the Seller hereby gives to and in favour of the Purchaser the Warranties. Each Warranty –

28.1.1 is a separate Warranty and will in no way be limited or restricted by reference to or inference from the terms of any other Warranty or by any other words in this Agreement;

28.1.2 is, insofar as it is promissory or relates to a future event, be deemed to have been given as at the date of fulfilment of the promise or future happening of the event, as the case may be;

28.1.3 save where any Warranty is expressly limited to a particular date, is given as at the Original Signature Date and the Closing Date, and all periods between those dates; and

28.1.4 shall continue and remain in force notwithstanding the completion of the Sale.

28.2 The Warranties are limited and qualified to the extent to which disclosure of any fact or circumstance giving rise to such limitation or qualification has been made in –

28.2.1 the Disclosure Schedule;

28.2.2 any information or material included in the Data Room Documents;

28.2.3 any information disclosed during interviews conducted with officers, employees, agents or advisers of the Seller and/or the Company prior to the Original Signature Date;

28.2.4 the Audited Accounts;

28.2.5 any written material provided to the Purchaser, and/or Pan African and/or their representatives as part of the Due Diligence Investigation;

28.2.6 any other document provided by the Seller, the Company or any of their officers, employees, agents or advisers to the Purchaser or Pan African and/or any of their representatives prior to the Original Signature Date;

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28.2.7 any presentation made to the Purchaser or Pan African and/or their representatives in respect of the Company and/or the Business prior to the Original Signature Date; and

28.2.8 any publicly available information.

28.3 The Warranties are further limited and qualified –

28.3.1 by anything which arises as a result of any change in any applicable law or in its interpretation; and

28.3.2 by anything to the extent that it is within the actual knowledge of the Purchaser at the Original Signature Date.

28.4 The Purchaser acknowledges and warrants that –

28.4.1 as at the Original Signature Date, it does not know of, or have any ground to suspect, anything which may be, or would with the lapse of time or giving of notice, or both, be likely to become, a breach of any Warranty;

28.4.2 it and its representatives have had an opportunity to conduct the Due Diligence Investigation; and

28.4.3 it and its representatives have been afforded the opportunity to make requests for further information, and such information has been supplied.

28.5 Save for the Warranties, no warranties or representations are given or made, in respect of the Sale Equity, the Company or the Business, or any other matter whatsoever, whether express, tacit or implied, and the Sale Equity is being sold on a voetstoots basis.

29 LIMITATION OF LIABILITY

29.1 Notwithstanding the Warranties, representations and undertakings given by the Seller, no liability shall attach to the Seller in relation to claims, losses or liabilities –

29.1.1 for any loss of profit or any other indirect, special or consequential loss;

29.1.2 which are less than R10,000,000 (ten million rand) in aggregate, provided that when such aggregate or individual claims or loss exceed the said amount, the

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Seller shall, subject to clause 29.1.3 and clause 29.1.4, be liable for the full amount of such claim/s and/or loss and/or liabilities and not only for the amount in excess of the said amount;

29.1.3 if the Purchaser has not issued summons against the Seller for recovery of such claims, losses or liabilities or made a demand for arbitration in regard thereto in terms of clause 40.1 by a date which is 18 (eighteen) months after the Closing Date, provided that if the Purchaser has, before such date, given written notice in respect of any claim which it may have to the Seller and has within 6 (six) months after such date issued summons or commenced arbitration proceedings for the recovery thereof, the Warranties given in respect of such notified matter shall survive as long as may be necessary to permit the final resolution of such matter; or

29.1.4 which in aggregate exceed an amount equal to 50% (fifty percent) of the aggregate of the amounts paid to and received by the Seller in respect of the Purchase Consideration at that point in time, on the basis that the aggregate amount recoverable from the Seller, exclusive of interest and costs, from whatever cause arising, shall be limited to the aforesaid amount.

29.2 The limitation contained in clause 29.1.3 shall not apply to the Warranties contained in clauses 1, 2.1, 2.2, 2.3, 3.1, 3.2, 3.3, 3.4, 3.6 and 6 of Annexure “2” and the limitations contained in clause 29.1.2 shall not apply to the Warranties contained in clause 4.2 of Annexure “2”.

29.3 The Purchaser shall have no claim whatsoever against the Seller in respect of any breach of any of the Warranties, representations or undertakings contained in this Agreement and Annexure “2” hereto if and to the extent that –

29.3.1 any fact or circumstance giving rise to such claim has been disclosed in the Disclosure Schedule or in any material, document and/or presentation referred to in clause 28 and/or anywhere else in this Agreement;

29.3.2 any fact or circumstance giving rise to such claim is known by the Purchaser and/or Pan African as at the Original Signature Date;

29.3.3 any fact or circumstance giving rise to such claim was publicly available to the Purchaser and/or Pan African as at the Original Signature Date;

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29.3.4 such breach or claim occurs as a result of any legislation not in force at the Original Signature Date which takes effect retrospectively;

29.3.5 such breach or claim would not have arisen but for any voluntary act or omission on the part of the Purchaser and/or Pan African or any person connected with it otherwise than in the normal and ordinary course of business; and

29.3.6 such breach or claim arises as a result only of any changes after the Closing Date in the accounting bases, policies or methods used by the Company to value any of its assets or to provide for any of its liabilities.

29.4 Any claim by the Purchaser against the Seller based on a breach of a Warranty, representation or undertaking contained in this Agreement shall be reduced by the aggregate of –

29.4.1 any provisions in respect thereof, as reflected in the Audited Accounts;

29.4.2 an amount equal to any tax benefit received by the Company as a result thereof, based on the nominal tax rate applicable at the time;

29.4.3 any amount recovered from any third party in respect thereof, less portion thereof that the Company or the Purchaser may, in terms of any insurance contract, be obliged to pay to any insurer (provided that nothing contained in this clause 29.4.3 shall be construed as placing any obligation on the Purchaser to take any steps to recover any amount from any third party); and

29.4.4 any amount by which the subject matter of the claim has been or is made good or otherwise compensated for without cost to the Purchaser or the Company.

29.5 All amounts available for set-off or otherwise liable to be deducted pursuant to clause 29.1.4 or 29.4, shall first be taken into account for the purpose of determining the amount of loss sustained in connection with the limits referred to in clause 29.1.

29.6 Nothing in this clause 29 shall in any way diminish the Purchaser’s common law obligation to mitigate its loss.

29.7 If any potential claim arises by reason of a liability which is contingent only, then

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the Seller shall not be under any obligation to make any payment pursuant to such claim until such time as the contingent liability ceases to be contingent and becomes actual, but in that event the Purchaser shall not be precluded by clause 29.1.3 from bringing such claim against the Seller at such later time if the Purchaser has, prior to the expiry of the 18 (eighteen) month period referred to in clause 29.1.3, given the Seller written notice of the existence of such potential claim.

30 NO DUPLICATION OF RECOVERY

30.1 Notwithstanding anything to the contrary contained in this Agreement, a claim by the Purchaser arising out of any breach by the Seller of any Warranty or in terms of any representation or undertaking given by the Seller in terms of this Agreement shall not entitle the Purchaser to make a claim against the Seller in respect of more than one of such breach of Warranty, representation or undertaking where such additional breach and claim arises from or is attributable to the same cause of action. The Purchaser shall be entitled, in its discretion, to determine whether to proceed in respect of the breach of Warranty, representation or undertaking.

30.2 If the Purchaser successfully claims any amount from the Seller arising from or in any way related to a breach or alleged breach of warranty, representation or undertaking, and is also paid any amount by its insurers arising from the same claim, or a claim based on substantially the same cause of action, the Purchaser shall forthwith reimburse the Seller an amount equal to the amount paid to the Purchaser by their or the Company’s insurers as aforesaid, less any amount the Purchaser and or the Company are obliged to repay to such insurers as a result of having recovered such payment from the Seller in addition to being indemnified by its insurers, up to a maximum amount equal to the amount successfully claimed from the Seller.

31 PROTECTION OF RIGHTS

31.1 If the Seller fails to comply with any obligation imposed on it by this Agreement, the Purchaser shall be entitled to effect or attempt to effect such compliance at the expense of the Seller and to recover the costs and expenses of doing so from the Seller on demand.

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31.2 The Seller shall not have any claim against the Purchaser arising out of any act or omission on the part of the Purchaser connected with effecting or attempting to effect such compliance or, even if the Purchaser has undertaken to effect such compliance, failing to do so properly or at all.

31.3 The Purchaser’s rights in terms of this clause 31 are without prejudice to any other rights it may have and in particular no exercise, attempted exercise or undertaking to exercise the rights in terms of this clause by the Purchaser shall relieve the Seller of any liability or obligation arising out of a failure to comply with the obligation referred to in clause 31.1.

31.4 Similarly, if the Purchaser fails to comply with any obligation imposed on it by this Agreement, the Seller shall be entitled to effect or attempt to effect such compliance at the expense of the Purchaser and in such event the provisions of clauses 31.1 to 31.3 shall apply mutatis mutandis.

32 GENERAL WARRANTIES

32.1 Each of the Parties hereby warrants to and in favour of the others that –

32.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

32.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;

32.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not –

32.1.3.1 contravene any law or regulation to which that Party is subject;

32.1.3.2 contravene any provision of that Party’s constitutional documents; or

32.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it.

32.2 Each of the representations and warranties given by the Parties in terms of clause 32.1, shall –

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32.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;

32.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and

32.2.3 prima facie be deemed to be material and to be a material representation inducing the other Parties to enter into this Agreement.

33 CONFIDENTIALITY

33.1 The Parties undertake that during the operation of, and after the expiration, termination or cancellation of, this Agreement for any reason, they will keep confidential –

33.1.1 any information which any Party (“Disclosing Party”) communicates to any other Party (“Recipient”) and which is stated to be or by its nature is intended to be confidential; and

33.1.2 all other information of the same confidential nature concerning the business of a Disclosing Party which comes to the knowledge of any Recipient whilst it is engaged in negotiating the terms of this Agreement or after its conclusion.

33.2 If a Recipient is uncertain about whether any information is to be treated as confidential in terms of this clause 33, it shall be obliged to treat it as such until written clearance is obtained from the Disclosing Party.

33.3 Each Party undertakes, subject to clause 33.4, not to disclose any information which is to be kept confidential in terms of this clause 33, nor to use such information for its own or anyone else’s benefit.

33.4 Notwithstanding the provisions of clause 33.2, a Recipient shall be entitled to disclose any information to be kept confidential if and to the extent only that the disclosure is bona fide and necessary for the purposes of carrying out its duties in terms of this Agreement.

33.5 The obligation of confidentiality placed on the Parties in terms of this clause 33 shall cease to apply to a Recipient in respect of any information which –

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33.5.1 is or becomes generally available to the public other than by the negligence or default of the Recipient or by the breach of this Agreement by the Recipient;

33.5.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;

33.5.3 has lawfully become known by or come into the possession of the Recipient on a non-confidential basis from a source other than the Disclosing Party having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing at the Original Signature Date; or

33.5.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court order, to the extent of compliance with such requirement or request only and not for any other purpose,

provided that –

33.5.5 the onus shall at all times rest on the Recipient to establish that information falls within the exclusions set out in clauses 33.5.1 to 33.5.4;

33.5.6 information will not be deemed to be within the foregoing exclusions merely because such information is embraced by more general information in the public domain or in the Recipient’s possession; and

33.5.7 any combination of features will not be deemed to be within the foregoing exclusions merely because individual features are in the public domain or in the Recipient’s possession, but only if the combination itself and its principle of operation are in the public domain or in the Recipient’s possession.

33.6 In the event that the Recipient is required to disclose confidential information of the Disclosing Party as contemplated in clause 33.5.4, the Recipient will –

33.6.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible;

33.6.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

33.6.3 afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings;

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33.6.4 comply with the Disclosing Party’s reasonable requests as to the manner and terms of any such disclosure; and

33.6.5 notify the Disclosing Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

34 PUBLICITY

34.1 Subject to clauses 34.2 and 34.3, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules of any recognised securities exchange, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement and any and all information given by a Party to any of the other Parties pursuant to this Agreement.

34.2 No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Parties, save for any announcement or other statement required to be made in terms of the provisions of any law or by the rules of any recognised securities exchange, in which event the Party obliged to make such statement will first consult with the other Parties in order to enable the Parties in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to any other Party which has made an announcement of some nature in breach of this clause 34.

34.3 This clause 34 shall not apply to any disclosure made by a Party to its professional advisors or consultants, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.

35 SUPPORT

The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.

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36 GOOD FAITH

In the implementation and execution of this Agreement the Parties undertake to observe the utmost good faith and they warrant in their dealings with each other that they shall neither do anything nor refrain from doing anything which might prejudice or detract from the rights, assets or interests of the other of them.

37 SELLER’S RIGHT TO TERMINATE

37.1 Notwithstanding anything to the contrary contained in this Agreement (including the fulfilment or waiver, as the case may be, of all of the Conditions Precedent), the Seller shall be entitled to cancel this Agreement by means of written notice to the Purchaser at any time prior to the Closing Date in the event that –

37.1.1 the Purchaser, Pan African and/or Barbeton Gold Mines Limited is liquidated, whether provisionally or finally (or any application is launched in that regard); or

37.1.2 business rescue proceedings in terms of the Companies Act are commenced against the Purchaser, Pan African and/or Barbeton Gold Mines Limited, whether by way of board resolution or court order.

37.2 The aforegoing provisions of this clause 37 should not be construed as limiting any of the Parties’ rights arising from a breach of this Agreement, as contemplated in clause 39.

38 PURCHASER’S RIGHT TO TERMINATE

38.1 Notwithstanding anything to the contrary contained in this Agreement (including the fulfilment or waiver, as the case may be, of all of the Conditions Precedent), the Purchaser shall be entitled to cancel this Agreement by means of written notice to the Seller at any time prior to the Closing Date in the event that –

38.1.1 the Seller is liquidated, whether provisionally or finally (or any application is launched in that regard); or

38.1.2 business rescue proceedings in terms of the Companies Act are commenced against the Seller, whether by way of board resolution or court order.

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38.2 The aforegoing provisions of this clause 38 should not be construed as limiting any of the Parties’ rights arising from a breach of this Agreement, as contemplated in clause 39.

39 BREACH

39.1 If a Party (“Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 10 (ten) business days (“Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (“Aggrieved Party”) will be entitled, at its option –

39.1.1 to claim immediate specific performance of all or any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance; or

39.1.2 subject to the provisions of clause 39.4 to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. No Party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if –

39.1.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or

39.1.2.2 it is incapable of being remedied and payment in money will compensate for such breach but such payment is not made within the Notice Period.

39.2 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

39.3 The Aggrieved Party’s remedies in terms of this clause 39 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

39.4 Notwithstanding the aforegoing, after the delivery to the Purchaser of all of the documents referred to in clause 14.1 and provided that the Purchaser has paid that portion of the Purchase Consideration which is payable on the Closing Date

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to the Seller, none of the Parties will have the right to cancel this Agreement as a result of a breach thereof, and the Parties’ only remedies thereafter will be to claim specific performance of all the Defaulting Party’s obligations, together with damages, if any.

40 DISPUTE RESOLUTION

40.1 In the event of there being any dispute or difference between the Parties arising out of this Agreement which is not required to be resolved in terms of any other dispute resolution mechanism provided herein, the said dispute or difference shall on written demand by any Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

40.2 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties or, failing agreement within 10 (ten) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.

40.3 Any party to the dispute may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

40.4 Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

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40.5 Any arbitration in terms of this clause 40 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

40.6 This clause 40 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

40.7 The Parties agree that the written demand by a party to the dispute in terms of clause 40.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, No 68 of 1969.

41 NOTICES AND DOMICILIA

41.1 The Parties select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the following telefax numbers –

Name	Physical Address	Telefax
Seller and Company	Block 18	+27 (0) 86 628 2332
	Randfontein Office Park
	Cnr Main Reef Road & Ward Avenue
	Randfontein

Marked for the attention of: The Chief Executive Officer

Name	Physical Address	Telefax
Purchaser and Pan African	First Floor, Office 101 The Firs Cnr. Cradock and Bierman Ave Rosebank	+27 86 266 4266

Marked for the attention of: The Chief Executive Officer

provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address or telefax number in South Africa by written notice to the other Parties to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change.

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41.2 All notices to be given in terms of this Agreement will be given in writing, in English, and will –

41.2.1 be delivered by hand or sent by telefax, and not by way of email;

41.2.2 if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day; and

41.2.3 if sent by telefax during business hours, be presumed to have been received on the date of successful transmission of the telefax. Any telefax sent after business hours or on a day which is not a business day will be presumed to have been received on the following business day.

41.3 Notwithstanding the above, any notice given in writing in English, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause.

41.4 The Parties record that whilst they may correspond via email during the currency of this Agreement for operational reasons, no formal notice required in terms of this Agreement, nor any amendment of or variation to this Agreement may be given or concluded via email.

42 BENEFIT OF THE AGREEMENT

This Agreement will also be for the benefit of and be binding upon the successors in title and permitted assigns of the Parties or any of them.

43 APPLICABLE LAW AND JURISDICTION

43.1 This Agreement will in all respects be governed by and construed under the laws of South Africa.

43.2 Subject to clause 40, the Parties hereby consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg in any dispute arising from or in connection with this Agreement.

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44 GENERAL

44.1 Whole Agreement

44.1.1 This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on any of the Parties.

44.1.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof.

44.2 Variations to be in Writing

No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

44.3 No Indulgences

No latitude, extension of time or other indulgence which may be given or allowed by any Party to the other Parties in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement and no single or partial exercise of any right by any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party’s rights in terms of or arising from this Agreement or estop or preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

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44.4 No Waiver or Suspension of Rights

No waiver, suspension or postponement by either Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.

44.5 Provisions Severable

All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

44.6 Continuing Effectiveness of Certain Provisions

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

44.7 No Assignment

Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by any Party without the prior signed written consent of the other Party, save as otherwise provided herein.

44.8 Exclusion of Electronic Signature

The reference in clauses 44.2, 44.4 and 44.7 to writing signed by a Party shall, notwithstanding anything to the contrary in this Agreement, be read and

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construed as excluding any form of electronic signature.

45 COSTS

Except as otherwise specifically provided herein, each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Agreement.

46 SIGNATURE

46.1 This Agreement is signed by the Parties on the dates and at the places indicated below.

46.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

46.3 The persons signing this Agreement in a representative capacity warrant their authority to do so.

46.4 The Parties record that it is not required for this Agreement to be valid and enforceable that a Party shall initial the pages of this Agreement and/or have its signature of this Agreement verified by a witness.

SIGNED at Sandton on 30 May 2012

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

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SIGNED at Sandton on 30 May 2012

For and on behalf of

EMERALD PANTHER INVESTMENTS 91 PROPRIETARY LIMITED

/s/

Signature

J.P. Nelson

Name of Signatory

Director

Designation of Signatory

SIGNED at Sandton on 30 May 2012

For and on behalf of

PAN AFRICAN RESOURCES PLC

/s/

Signature

J.P. Nelson

Name of Signatory

C.E.O.

Designation of Signatory

SIGNED at Sandton on 30 May 2012

For and on behalf of

EVANDER GOLD MINES LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

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ANNEXURE “1”

DISCLOSURE SCHEDULE

The Seller makes the disclosures set out in this Annexure “1” to the Purchaser in terms of the Agreement to which this Annexure is attached and with reference to the warranties as set out in Annexure “2” to the Agreement.

WARRANTY

DISCLOSURE

Warranties relating to Employees

(i)      6 transport drivers employed by the Company were retrenched in 2010 in terms of section 189 of the Labour Relations Act, No 66 of 1995. They claim to have been unfairly retrenched as they were later replaced by ambulance drivers who were promoted into the positions of those who were retrenched. 5 of the 6 drivers may be considered for re-employment. (ii)     The compressor drivers at 7 shaft believe that they are being discriminated against as they are not paid at the same rate as the control room operators at 8 shaft. The Company is going through a job content comparison and this will be used to determine the extent to which the jobs are similar. This may result in an increase in the wages of the 7 shaft operators. There are 4 of them.

	(iii)   There was an alleged assault of an employee by a Mine Overseer. A disciplinary case was held and he was found not guilty. The NUM are disputing the outcome. The Company has offered that a senior commissioner from the CCMA be appointed to review the case. UASA have conditionally accepted the offer.
Warranties relating to Mining, Environmental, Health and Safety	A DMR investigation is being undertaken in respect of certain fatalities which occurred in the current financial year of the Company.

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ANNEXURE “2”

WARRANTIES

The Warranties contained in this Annexure “2” are given by the Seller on the basis set out in clause 28 of the Agreement to which this Annexure “2” is attached.

To the extent that the Agreement may have been signed on a date which results in the use of any tense being inappropriate, the Warranties shall be read in the appropriate tense.

1 CAPACITY

The Company and each of the Subsidiaries is regularly incorporated according to the applicable laws in South Africa as profit companies with limited liability, and no steps have been taken in respect of the deregistration of the Company or any of the Subsidiaries in terms of section 82(3) of the Companies Act, other than those of the Subsidiaries which are dormant.

2 TITLE

2.1 The Seller is the sole beneficial holder of the Sale Shares and is reflected as the sole registered holder thereof in the securities register of the Company, and no person has any right to obtain an order for the rectification of such register nor the securities register of any of the Subsidiaries, which securities registers shall on the Closing Date be true and correct in all material respects.

2.2 The Seller is entitled and able to give free and unencumbered title in the Sale Shares and, if applicable, the Seller’s Credit Loan Account and the Sale Claims, to the Purchaser.

2.3 No person has any right whatsoever (whether pursuant to any option, right of first refusal or otherwise) to subscribe for any unissued shares in the Company or to acquire any issued shares in the Company other than the Purchaser in terms of this Agreement.

2.4 All stamp duty or securities transfer tax legally payable on the creation and the issue of the Sale Shares and on any previous transfers of the Sale Shares has been fully paid.

2.5 No person has any claim to or in respect of the Seller’s Credit Loan Account or the Sale Claims other than the Purchaser in terms of this Agreement.

3 CAPITAL STRUCTURE

3.1 The Sale Shares will constitute 100% (one hundred percent) of the entire issued share capital of the Company as at the Closing Date.

3.2 All of the issued shares in the Company and each of the Subsidiaries are of one class and rank pari passu with each other, and no bearer shares have been issued or are in issue in the Company or any of the Subsidiaries.

3.3 The Company is the sole shareholder of the shares in each of the Subsidiaries and has no subsidiary and/or associate companies other than the Subsidiaries.

3.4 The Company and the Subsidiaries are not under any obligation (whether contingent upon the exercise of any right or otherwise) to increase, reduce or otherwise howsoever to vary their authorised or issued share capital or shares or to create or issue any debentures.

3.5 The Company and the Subsidiaries have not issued or awarded any capitalisation or bonus shares, and have not resolved to do so and are under no enforceable obligation in this regard.

3.6 The Company and the Subsidiaries have not issued and are under no obligation to issue any share options or any share warrants.

3.7 The Company and the Subsidiaries are not, and will not be, obliged to alter any of the rights attaching to any of the shares in the capital of the Company or the Subsidiaries or to alter their constitutional documents or to create or issue any debentures.

3.8 The minute books of the Company and the Subsidiaries contain, and will contain, all resolutions passed by their directors and shareholders.

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3.9 No person is or will be entitled to participate in or to receive a commission on the profits or dividends of the Company or any of the Subsidiaries except as a shareholder thereof.

4 FINANCIAL STATEMENTS

4.1 The Audited Accounts –

4.1.1 comply with the requirements of the Companies Act;

4.1.2 have been prepared in accordance with IFRS;

4.1.3 give a true and fair view of the financial position and profits of the Group at and for the period to which they relate and fairly present the state of affairs and business of the Group;

4.1.4 save as noted therein, reflect no change in any of the bases of accounting or accounting principles used in respect of any material item;

4.1.5 reflect or disclose all liabilities, actual or contingent, at their full amount;

4.1.6 value all fixed assets on the basis of past practice;

4.1.7 depreciate fixed assets on the same basis as in the past;

4.1.8 have been prepared on a consistent basis applying the same accounting policies as have been adopted in previous years;

4.1.9 do not reflect any revaluations of assets;

4.1.10 adequately provide for bad and doubtful debts as well as for any and all accrued liabilities including accrued leave pay, accrued holiday pay, pensions, bonuses or other similar payments or liabilities to employees

4.1.11 have been approved and signed by the directors of the Company; and

4.1.12 have been reported on by the Auditors without any qualification other than in respect of post-balance sheet events.

4.2 The Measurement Date Balance Sheet –

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4.2.1 gives a true and fair view of the financial position of the Group, and fairly presents the state of affairs and business of the Group, at the Measurement Date;

4.2.2 reflects or discloses all liabilities, actual or contingent, at their full amount;

4.2.3 values all fixed assets on the basis of past practice;

4.2.4 depreciates fixed assets on the same basis as in the past;

4.2.5 has been prepared on a consistent basis applying the same accounting policies and principles as have been applied in the Audited Accounts;

4.2.6 does not reflect any revaluations of assets; and

4.2.7 adequately provides for –

4.2.7.1 all unpaid taxes that will or may become payable in respect of the periods up to the Measurement Date; and

4.2.7.2 bad and doubtful debts;

4.2.7.3 any and all accrued liabilities including accrued leave pay, accrued holiday pay, pensions, bonuses, or other similar payments or liabilities to employees.

5 CONTRACTS

5.1 The Company and the Subsidiaries are not and will not be party to any contract other than contracts entered into in the ordinary course of business.

5.2 The Company and the Subsidiaries have not and will not breach any of any of the material terms of any contract to which they are a party and the Seller is not aware of any facts, matters or circumstances which may give rise to the cancellation of any of those contracts as a result of any breach thereof by the Company or any of the Subsidiaries.

5.3 All material contracts concluded by the Company and the Subsidiaries are

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legally binding and enforceable and the Seller is not aware of any reason which might preclude the Company and/or the Subsidiaries from fulfilling any material obligations still to be fulfilled by them in terms of such contracts.

5.4 The entering into of all contracts by the relevant members of the Group have been properly authorised.

6 TAX

6.1 The Company and the Subsidiaries are not party to any tax objection or appeal nor are any such proceedings threatened against the Company or the Subsidiaries, nor is the Seller aware of any circumstances which may give rise to the institution of any such proceedings.

6.2 No queries have been addressed to the Company or the Subsidiaries or to any of their representatives by any official administering any tax nor have any objections with regard to any tax been lodged by the Company or the Subsidiaries which have not been fully disposed of.

6.3 The Company and the Subsidiaries have –

6.3.1 paid or will, prior to the Closing Date, timeously pay all tax due where the due date for payment of the tax arises on or before the Closing Date; and

6.3.2 withheld all taxes they are liable to withhold and have timeously paid such Taxes to the South African Revenue Service Authority.

6.4 The Company and the Subsidiaries are not liable to pay any penalty or interest in connection with any claim for tax.

6.5 Neither the Company nor the Subsidiaries are subject to any liability as a result of the re-opening of any tax assessment.

6.6 The Company and the Subsidiaries have timeously deducted tax as required from all payments made where such deductions are required in terms of the South African tax legislation.

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6.7 No notice has been served on the Company or the Subsidiaries in terms of which the Company or the Subsidiaries have been appointed as a representative taxpayer.

6.8 The Company and the Subsidiaries have not made nor received any donation on which donations tax can be levied, nor have they made any donation at the instance of a third party.

6.9 All tax returns (including PAYE returns, VAT returns and returns in respect of royalties) required to be returned by the Company and the Subsidiaries will have been made by them in respect of all periods from the date of their incorporation to the Closing Date and all provisional tax has been paid as at the due date thereof in compliance with the provisions of the tax legislation.

6.10 The Company and the Subsidiaries are not and will not be party to any agreement with the South African Revenue Service bearing upon or relating to the manner or circumstances in which tax will or might be levied on the Company or the Subsidiaries.

7 ASSETS

7.1 Save as disclosed in the Disclosure Schedule, the material assets of the Company and the Subsidiaries are not and will not be subject to any –

7.1.1 hire-purchase agreement; or

7.1.2 credit agreement, instalment, hire-purchase or suspensive sale agreement, lease or any like agreement, whatever its form may be; or

7.1.3 pledge, mortgage, lien, notarial bond; or

7.1.4 other right in favour of any third person.

7.2 All material assets used in the Business are owned by the Company.

7.3 The Group owns and/or is in lawful possession of all material assets required for the conduct of its business.

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7.4 Save for those assets being sold in terms of the Taung Sale Agreement, no person has or will have any right (including any option or right of first refusal or pre-emption) to purchase any of the assets of the Company or the Subsidiaries, other than in the ordinary course of business.

7.5 The Company and the Subsidiaries have not entered into any transaction with respect to any of the assets owned or used by them in their respective businesses which have given or will give rise to any off-balance sheet liability.

8 INTELLECTUAL PROPERTY

The Company and the Subsidiaries are the owners/registered users/licensees of all intellectual property required for the operation of the business of the Company and the Subsidiaries (“Intellectual Property”) and have not infringed any right to the Intellectual Property.

9 MINING, ENVIRONMENTAL, HEALTH AND SAFETY

9.1 For the remaining provisions of these Warranties, unless inconsistent with or otherwise indicated by the context –

9.1.1 “EMPs” means the Environmental Management Programmes and Plans, approved by the DMR in terms of the MPRDA or the Minerals Act of 1991 from time to time, pertaining to the mining or prospecting operations of any member of the Group;

9.1.2 “Environmental Approvals” means all permits, authorisations, licences, consents or any other approvals issued or required by any government authority pursuant to the environmental laws with respect to the operations of the company and the subsidiaries;

9.1.3 “Environmental Laws” means any and all legislation, statutes, directives, regulations, notices, orders, circulars, or decisions of any competent regulatory body in South Africa, relating to health, safety, the use of natural resources, conservation, pollution, the protection of the Environment, rehabilitation or the prevention of environmental degradation;

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9.1.4 “Mining Rights” means the mining rights held by the Group; and

9.1.5 “Prospecting Rights” means the prospecting rights held by the Group.

9.2 Environmental

9.2.1 Each member of the Group holds the requisite Environmental Approvals in respect of their businesses.

9.2.2 Each member of the Group has substantially complied in all material respects with all material provisions of the EMPs, Environmental Laws and with all relevant Environmental Approvals.

9.2.3 There are no pending, existing or threatened claims, assessments, or litigation with respect to any alleged or actual non-compliance with any material provision of the Environmental Laws in any part of the business of any member of the Group or on any of their immovable properties.

9.3 Mining

9.3.1 Each member of the Group has conducted its business substantially in compliance with the laws, regulations and by-laws relating to mining and prospecting, including but not limited to the MPRDA and the Mine Health and Safety Act of 1998 (“Mining Laws”).

9.3.2 There is no civil or administrative action, claim, investigation or other proceeding or suit pending or threatened against any member of the Group arising from or relating to any of the Mining Laws which would have a material adverse effect on the Business, and there are no circumstances existing which may lead to any such action, claim, investigation, proceeding or suit.

9.3.3 No land claims have been made by third parties or are suspected in respect of any of the Properties, in terms of the Restitution of Land Rights Act No. 22 of 1994.

9.3.4 The Seller will maintain the validity of the Mining Rights and Prospecting Rights until such time as the Consent has been granted.

8

10 LEGAL PROCEEDINGS

There are no litigation, mediation, arbitration, criminal or expropriation proceedings pending or threatened against the Company (including but not limited to, winding up proceedings or Business Rescue Proceedings as contemplated in Chapter 6 of the Companies Act) or the Subsidiaries or their assets or business or to which they might become a party, nor does the Seller know or have any reasonable grounds to know of any basis for any such litigation, arbitration or criminal proceedings.

11 EMPLOYEES

11.1 No Employee has any right or claim to any exceptional leave privileges, or to any accumulated leave, payment in lieu of leave, pension, retirement (including post-retirement medical aid funding contributions), death, disability, bonus, profit share, severance pay in excess of what would be considered normal in the South African gold mining industry, annuity, gratuity, privileges or rights or compensation for loss of office or other like payment, save as specifically disclosed in the list of Employees to be delivered to the Purchaser pursuant to clause 7.2.2 of the Sale of Business Agreement.

11.2 All PAYE deductions required by law to be made by the Seller have been made, proper returns have been rendered in respect thereof and all payments which are due have been made.

11.3 All fringe benefits granted to the Employees will have been taxed in full.

11.4 There is no unfunded deficit in respect of any pension or retirement fund of which the Employees are members, whether or not such unfunded deficit has been accrued or is reflected as a liability of the Seller.

11.5 The Seller is not a party to any proceedings in terms of the Labour Relations Act, No 66 of 1995, the Employment Equity Act, No 55 of 1998, the Basic Conditions of Employment Act, No 75 of 1997 and/or any other employment related legislation in respect of the Employees.

11.6 The Seller will not in any material respect improve or undertake to improve

9

the terms of employment of or remuneration payable to any of the Employees from those prevailing as at the Original Signature Date, save for annual increases or market related terms and in accordance with past practice; and

11.7 The Seller has complied substantially with –

11.7.1 all wage determination and industrial cancellation agreements which apply to the Employees;

11.7.2 the grievance procedures agreed to by it with regard to grievances of the Employees; and

11.7.3 all material laws regulating employment or employment conditions in South Africa including without limitation the Labour Relations Act, No 66 of 1995, the Basic Conditions of Employment Act No 75 of 1997 and Employment Equity Act No 55 of 1998 in respect of the Employees.

11.8 The Seller warrants that –

11.8.1 the list of Employees; and

11.8.2 the details relating to each Employee, being his or her position, the existence or otherwise of a written employment agreement in respect of that Employee, the date on which his or her employment commenced and the length of the continuity of his or her employment, the notice period applicable to the termination of his or her employment and the total remuneration package (including all financial benefits enjoyed by such Employee) on a “cost to company” basis,

delivered to the Purchaser pursuant to clauses 7.2.1 and 7.2.2 of the Sale of Business Agreement respectively, will be true and complete in every respect as at the Closing Date.

11.9 The Company and the Subsidiaries will, as at the Closing Date, have no employees other than the Employees.

11.10 Prior to the Closing Date, all persons working at the Business will be employed by the Seller and seconded by the Seller to the Company.

10

ANNEXURE “3”

SECURITY AGREEMENT

by

Harmony Gold Mining Company Limited

(registration number 1950/038232/06)

(“Seller”)

and

Emerald Panther Investments 91 Proprietary Limited

(registration number 2012/050034/07)

(“Purchaser”)

1 INTERPRETATION

1.1 In this Agreement, unless otherwise defined herein or the context indicates otherwise, words and expressions defined in the Sale Agreement will have the same meanings.

1.2 “Agreement” – means this security agreement;

1.3 “Sale Agreement” – the sale of shares and claims agreement concluded between the Company, the Seller, the Purchaser and Pan African;

1.4 “Seller’s Ceded Rights” means all rights of the Seller in respect of the Sale Equity and any Seller’s Credit Loan Account; and

1.5 “Secured Obligations” the Seller’s obligations in terms of clauses 10.2 and 11.2 of the Sale Agreement.

2 CESSION

2.1 With effect from the date of payment by the Purchaser to the Seller of the Deposit and as security for the Secured Obligations, the Seller hereby cedes in securitatem debiti to and in favour of the Purchaser all of the Seller’s Ceded Rights (“Cession”) and the remaining provisions of this Agreement shall apply.

2.2 The Seller shall, simultaneously with payment of the Deposit to the Seller, deliver the documents referred to in clause 14.1 of the Sale Agreement to the Seller’s Attorneys and instruct them to comply with clause 2.3 of this

Agreement. No failure by the Seller to effect such delivery shall affect the validity or completion of the Cession.

2.3 The Purchaser shall only be entitled to exercise its rights as cessionary in the event that the Seller fails to comply with the Secured Obligations and still fails to comply therewith for 10 (ten) business days after notice demanding such compliance has been given to the Seller, and in that event the Seller’s Attorneys shall release to the Purchaser the documents delivered to them in accordance with clause 2.2 of this Agreement (and the Seller shall procure that the Seller’s Attorneys do so) and the Purchaser shall be entitled, subject to compliance with all applicable laws –

2.3.1 to have the Seller’s Ceded Rights registered in the name of the Purchaser at the cost and expense of the Seller prior to the disposal thereof in terms of this Agreement;

2.3.2 (without any obligations to do so at any particular price or to take any particular steps to ensure the best possible price) to cause all or any of the Seller’s Ceded Rights or any portion thereof, to be sold, assigned or transferred or otherwise disposed of either by public auction or private treaty, on such terms and in such manner as the Purchaser in its sole and absolute discretion may deem fit;

2.3.3 to convey valid title in and to the Seller’s Ceded Rights or any portion thereof, to any purchaser thereof;

2.3.4 to exercise any rights forming part of the Seller’s Ceded Rights or afforded to the Seller pursuant to any of the Seller’s Ceded Rights or any portion thereof. If, notwithstanding the aforegoing, the Seller or any member of the Seller’s Group receives any Distribution from the Company or any of the Subsidiaries following the date on which clause 2.2 of this Agreement becomes applicable, it shall forthwith pay the full amount of such Distribution over to the Purchaser;

2.3.5 while any of the Seller’s Ceded rights (or any of them) remain registered in the name of the Seller, to appoint any person as the Seller’s proxy or representative to attend meetings of shareholders or creditors, to

2

exercise any votes attaching to any of the Seller’s Ceded Rights at any such meetings and to represent the Seller in all respects at such meeting;

2.3.6 to institute any legal proceedings which the Purchaser may deem necessary in connection with any sale, acquisition, disposal or other transfer of any of the Seller’s Ceded Rights to or by the Purchaser; and/or

2.3.7 to recover and retain and give a valid receipt for any amount due in terms of or in respect of any of the Seller’s Ceded Rights directly from the Seller or any other person.

2.4 The Purchaser shall apply the net proceeds of any disposal or recovery referred to in clause 2.3 of this Agreement (after deducting therefrom all costs and expenses incurred by the Purchaser, in connection with such sale, acquisition or recovery and the exercise by the Purchaser of the Purchaser’s rights) in reduction or discharge, as the case may be, of the Seller’s indebtedness to the Purchaser. Should the total amount collected or recovered by the Purchaser (after deducting therefrom all costs and expenses incurred by the Purchaser, in connection with such sale, acquisition or recovery and the exercise by the Purchaser of the Purchaser’s rights), exceed the full amount of the Seller’s indebtedness to the Purchaser, the Purchaser shall refund such excess to the Seller.

2.5 The Seller hereby irrevocably and in rem suam nominates, constitutes and appoints such officer or employee of the Purchaser as shall from time to time be nominated for this purpose by the Purchaser as the Seller’s sole and exclusive attorney and agent in the Seller’s name, place and stead, to sign and execute all such documents and to do all such things as such officer in his sole and absolute discretion may consider to be necessary or desirable to give effect to this Agreement.

2.6 If any of the Seller’s Ceded Rights are pledged or ceded to any other person prior to the Cession, the Cession shall (without affecting the operation of this cession in respect of those of the Seller’s Ceded Rights which have not been so pledged or ceded to another person) constitute a

3

cession in securitatem debiti to the Purchaser of the Seller’s reversionary rights (including, without limitation, all of Seller’s rights of action against such other person) in respect of those Seller’s Ceded Rights. The Purchaser shall be entitled to notify any such other person of this Agreement.

2.7 The Cession is a continuing covering security for all of the Secured Obligations and shall only terminate after all of the Secured Obligations have been completely discharged or fully and finally settled and there are no contingent obligations in existence. Accordingly, and without limitation of the aforegoing, the Cession shall continue to be of full force and effect and binding on the Seller notwithstanding –

2.7.1 any indulgence, leniency, extension of time which may be granted by the Purchaser and/or any compromise, release, abandonment or waiver by the Purchaser of any right or spes which it has against the Seller or any other person;

2.7.2 the Purchaser’s receipt of any dividend or other benefit in any liquidation or business rescue, compromise or composition; or

2.7.3 the Purchaser’s acquisition of or whole or partial release or abandonment of or failure to acquire or perfect any other security (including, without limitation, the Purchaser’s release of any surety or other guarantor or of any mortgage, pledge, cession, lien or hypothec).

2.8 Any release, discharge, settlement or termination of any aspect of the Cession shall be subject to the resolutive condition that if any disposition or payment to, or right or security of, the Purchaser from which or in connection with which such release, discharge, settlement or termination results is or at any time becomes void, voidable, set aside or liable to be refunded in terms of law (including any law relating to insolvency) then such release, discharge, settlement or termination shall be of no force or effect and shall be void ab initio.

The Cession shall not affect the operation of the provisions of clause 17 of the Sale Agreement.

4

SIGNED at                      on              2012

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

Signature

Name of Signatory

Designation of Signatory

SIGNED at                      on              2012

For and on behalf of

EMERALD PANTHER INVESTMENTS 91 PROPRIETARY LIMITED

Signature

Name of Signatory

Designation of Signatory

5

ANNEXURE “4”

SECURITY AGREEMENT

by

Evander Gold Mines Limited

(Registration No 1963/006226/06)

(“Company”)

in favour of

Emerald Panther Investments 91 Proprietary Limited

(Registration No 2012/050034/07])

(“Purchaser”)

1 INTERPRETATION

1.1 In this Agreement, unless otherwise defined herein or the context indicates otherwise, words and expressions defined in the Sale Agreement will have the same meanings.

1.2 “Agreement” – means this security agreement;

1.3 “Ceded Account” – an account which shall be opened by the Company in the name of the Company for use as the ceded account as contemplated in this Agreement;

1.4 “Company’s Ceded Rights” – means all rights of the Company in respect of the proceeds of any sale of gold by the Company and the Ceded Account;

1.5 “Sale Agreement” – the sale of shares and claims agreement concluded between the Company, the Seller, the Purchaser and Pan African;

1.6 “Secured Obligations” – the Seller’s obligations in terms of clause 10.2 and 11.2 of the Sale Agreement.

2 GUARANTEE

2.1 The Company hereby irrevocably and unconditionally guarantees and undertakes as a principal and independent obligation in favour of the Purchaser, its successors in title and assigns, to pay punctually to the Purchaser any and all amounts which may be payable to the Purchaser from time to time by the Seller in respect of the

Secured Obligations.

2.2 The rights of the Purchaser under this Agreement shall in no way be affected or diminished if the Purchaser at any time obtains additional suretyships, guarantees, securities or indemnities in connection with the Secured Obligations unless such additional suretyship, guarantee, security or indemnity is an agreement between the Company and the Purchaser and specifically provides for such rights to be affected or diminished.

2.3 If the Seller is liquidated or submits an offer of compromise or of composition, or its obligations to its creditors are affected by any insolvency law or in terms of the common law the Company’s liabilities in terms of this Agreement shall not be discharged or reduced and the obligations of the Seller immediately prior to such liquidation, compromise, composition or similar legal disability shall, for the purposes of this Agreement, be deemed to be unaffected by such event.

2.4 The Company hereby warrants to the Purchaser that it has a material interest in binding itself in terms of this Agreement which is entered into for its benefit.

2.5 Solely for the sake of clarity and without prejudice to or limitation of the aforegoing provisions of this Agreement, it is recorded that the Company renounces the benefits of the following defences and exceptions to the extent that they would be applicable in the absence of this renunciation, namely the defences and exceptions of “cession of actions”, “excussion”, “division”, “de duobus vel pluribus reis debendi”, “non causa debiti”, and “revision of accounts”, with the meaning and effect of all of which it declares itself to be fully acquainted.

2.6 The Company hereby absolves the Purchaser absolutely from any liability for any loss or damage which the Company may suffer as a consequence, directly or indirectly, of the Purchaser lawfully exercising any of the Purchaser’s rights set out in this Agreement.

3 CESSION

3.1 With effect from the date of payment by the Purchaser to the Seller of the Deposit and as security for the Secured Obligations, the Seller hereby cedes in securitatem debiti to and in favour of the Purchaser all of the Company’s Ceded Rights (“Cession”) and the remaining provisions of this Agreement shall apply.

3.2 The Company shall, simultaneously with payment of the Deposit to the Seller, deliver all documents (including deposit receipts) whatsoever which evidence title to or otherwise relate to the Company’s Ceded Rights to the Seller’s Attorneys and instruct them to comply with clause 3.3 of this Agreement. No failure by the Seller to effect such delivery shall affect the validity or completion of the Cession.

3.3 The Purchaser shall only be entitled to exercise its rights as cessionary in the event that the Seller fails to comply with the Secured Obligations and still fails to comply therewith for 10 (ten) business days after notice demanding such compliance has been given to the Seller, and in that event the Seller’s Attorneys shall release to the Purchaser the documents delivered to them in accordance with clause 3.2 of this Agreement (and the Seller shall procure that the Seller’s Attorneys do so) and the Purchaser shall be entitled, subject to compliance with all applicable laws –

3.3.1 to apply the amount in the Ceded Account (after deducting therefrom all reasonable costs and expenses incurred by the Purchaser in connection with such exercise by the Purchaser of its rights) in reduction or discharge as the case may be of the Company’s indebtness to the Purchaser in respect of the Secured Obligations, without prejudice to the Purchaser’s right to recover from the Company any balance which may remain owing to the Purchaser after the exercise of such rights. The Purchaser shall forthwith pay to the Company any surplus of such amount in the Ceded Account remaining after complete discharge of the Company’s indebtness to the Purchaser; and

3.3.2 to exercise any rights forming part of the Company’s Ceded Rights or afforded to the Seller pursuant to any of the Company’s Ceded Rights or any portion thereof. If, notwithstanding the foregoing, the Seller or any member of the Seller’s Group receives any Distribution from the Company or any of the Subsidiaries following the date on which this clause 3.3 of this Agreement becomes applicable, it shall forthwith pay the full amount of such Distribution over to the Purchaser; and/or

3.3.3 to grant any indulgence, leniency, extension of time and/or to compromise, release, abandon or waive any right or spes which relates to or constitutes a part of the Company’s Ceded Rights, including any right against the Company, any right against any surety or guarantor and any right in terms of any other form of security.

3.4 The Company hereby irrevocably and in rem suam nominates, constitutes and appoints such officer or employee of the Purchaser as shall from time to time be nominated for this purpose by the Purchaser as the Company’s sole and exclusive attorney and agent in the Company’s name, place and stead, to sign and execute all such documents and to do all such things as such officer in his sole and absolute discretion may consider to be necessary or desirable to give effect to this Agreement.

3.5 If any of the Company’s Ceded Rights are pledged or ceded to any other person prior to the Cession, the Cession shall (without affecting the operation of this cession in respect of those of the Company’s Ceded Rights which have not been so pledged or ceded to another person) constitute a cession in securitatem debiti to the Purchaser of the Company’s reversionary rights (including, without limitation, all of Seller’s rights of action against such other person) in respect of those Company’s Ceded Rights. The Purchaser shall be entitled to notify any such other person of this Agreement.

3.6 The Cession is a continuing covering security for all of the Secured Obligations and shall only terminate after all of the Secured Obligations have been completely discharged or fully and finally settled and there are no contingent obligations in existence. Accordingly, and without limitation of the aforegoing, the Cession shall continue to be of full force and effect and binding on the Seller notwithstanding –

3.6.1 any indulgence, leniency, extension of time which may be granted by the Purchaser and/or any compromise, release, abandonment or waiver by the Purchaser of any right or spes which it has against the Seller or any other person;

3.6.2 the Purchaser’s receipt of any dividend or other benefit in any liquidation or business rescue, compromise or composition; or

3.6.3 the Purchaser’s acquisition of or whole or partial release or abandonment of or failure to acquire or perfect any other security (including, without limitation, the Purchaser’s release of any surety or other guarantor or of any mortgage, pledge, cession, lien or hypothec).

3.7 Any release, discharge, settlement or termination of any aspect of the Cession shall be subject to the resolutive condition that if any disposition or payment to, or right

or security of, the Purchaser from which or in connection with which such release, discharge, settlement or termination results is or at any time becomes void, voidable, set aside or liable to be refunded in terms of law (including any law relating to insolvency) then such release, discharge, settlement or termination shall be of no force or effect and shall be void ab initio.

3.8 The Cession shall not affect the operation of the provisions of clause 17 of the Sale Agreement.

4 MORTGAGE BOND

If the Purchaser so requires by giving written notice to the Company and the Seller, the Company shall do all such things and sign all such documents as may be necessary to register a first mortgage bond (in the form attached as annexure A) in favour of the Purchaser over each immovable property owned by the Company in the relevant Deeds Registry Office as security for the Secured Obligations. That first mortgage bond shall be registered by such conveyancers as may be appointed for this purpose by the Purchaser (“Conveyancers”) and at the Purchaser’s cost. The Purchaser may give notice requiring the registration of such mortgage bond at any time, whether before or after the Deposit has been paid to the Seller, but if the Purchaser gives such notice before the Deposit has been so paid the necessary preparation shall be undertaken beforehand, but the Conveyancers shall be instructed to ensure that such mortgage bond shall only be registered on the day on which the Deposit is so paid.

SIGNED at                      on              2012

For and on behalf of

EVANDER GOLD MINES LIMITED

Signature

Name of Signatory

Designation of Signatory

SIGNED at                      on              2012

For and on behalf of

EMERALD PANTHER INVESTMENTS 91

PROPRIETARY LIMITED

Signature

Name of Signatory

Designation of Signatory

ANNEXURE “A”

FORM OF MORTGAGE BOND

Prepared by me

CONVEYANCER

[—]

Covering Mortgage Bond

In favour of –

EMERALD PANTHER INVESTMENTS 91 PROPRIETARY LIMITED

REGISTRATION NUMBER 2012/050034/07

BE IT HEREBY MADE KNOWN –

THAT

[—]

a duly appointed Conveyancer, appeared before me, the REGISTRAR OF DEEDS, at [JOHANNESBURG] he, the said Appearer, being duly authorised thereto by a Power of Attorney granted to him by –

EVANDER GOLD MINES LIMITED

Registration Number 1963/006226/06

(“the Mortgagor”)

signed at [                    ] on [            ] 2012 which said Power of Attorney, witnessed in accordance with Law, was this day exhibited to me and is now filed in my office.

AND THE APPEARER declared that –

(i) Whereas the Mortgagor is or may hereafter become indebted to –

EMERALD PANTHER INVESTMENTS 91 PROPRIETARY LIMITED

REGISTRATION NUMBER 2012/050034/07

its successors in title or assigns

(“the Mortgagee”)

which indebtedness has arisen or will arise from the causes more fully set out below;

(ii) The Mortgagee requires such indebtedness to be secured by the hypothecation of the immovable property referred to in this bond as a continuing covering security.

NOW THEREFORE the APPEARER declared and acknowledged the Mortgagor is or may hereinafter become truly and lawfully indebted and held and firmly bound to and in favour of the Mortgagee in the sum of –

1 R1 000 000 000 (ONE BILLION RAND)

(“the capital sum”)

arising from and being in respect of every indebtedness or obligation of the Mortgagor to the Mortgagee arising in terms of or in connection with the Security Agreement dated [                    ] between the Mortgagor and the Mortgagee (“Security Agreement”), which secures obligations in terms of a Sale of Shares and Claims Agreement dated 30 May 2012 between Harmony Gold Mining Company Limited, the Mortgagor, Mortgagee and Pan African Resources plc (“Sale Agreement”) –

2 R200 000 000 (TWO MILLION RAND)

(“the additional sum”)

being in respect of interest accruing on the Capital Sum in terms of the Security Agreement as read with the Sale Agreement, the costs of preserving and realising the mortgaged property, any insurance premiums paid or payable by the Mortgagor in respect of the mortgaged property, all costs of whatever nature which the Mortgagee may incur and all amounts which the Mortgagee may disburse on the Mortgagor’s behalf and which costs and disbursements are recoverable from the Mortgagor in terms of this bond and also such other costs, charges, premiums, expenses and future debts generally which may be claimable from the Mortgagor under this bond (including, without limitation, legal fees on an attorney and own client scale), all of which are secured up to an amount but not exceeding the said additional sum.

AND THE APPEARER, on behalf of the Mortgagor, renounced the legal exceptions non numeratae pecuniae, non causa debiti, errore calculi, revision of accounts and no value received, and the benefit of excussion et divisionis and where applicable the benefit of de duobus vel pluribus reis debendi, with the force and effect of which he declared the Mortgagor to be fully acquainted, and all other exceptions which could or might be taken to the Mortgagee’s claim for payment of all or any of the amounts secured hereunder, and hereby promised and undertook to pay to the Mortgagee the capital owing together with interest thereon calculated as hereinafter set forth and all other amounts secured hereunder.

AND AS SECURITY for the payment of –

(i) the capital sum;

(ii) all interest claimable by the Mortgagee from the Mortgagor; and

(iii) the additional sum,

the Appearer hereby declared to bind specially as a FIRST mortgage in favour of the Mortgagee the following immovable property –

[            ] TOWNSHIP

REGISTRATION DIVISION I.Q.,

PROVINCE OF GAUTENG

MEASURING: [            ] (    ) SQUARE METRES

HELD BY DEED OF TRANSFER NO. T

SUBJECT TO THE CONDITIONS THEREIN CONTAINED.

(“the mortgaged property”)

AND THE APPEARER DECLARED to bind the Mortgagor to the following terms and conditions, namely –

1 CONTINUING COVERING SECURITY

This bond is a continuing covering security for all and any sum or sums of money which may now or in the future be owing to or claimable by the Mortgagee from any cause mentioned in this bond, and remains of full force and effect until cancelled in the deeds registry notwithstanding any fluctuation in, or temporary extinction of, the Mortgagor’s indebtedness to the Mortgagee from time to time.

2 PLACE OF PAYMENT

2.1 All payments which become payable hereunder shall be made in South African currency by electronic transfer of immediately available and freely transferable funds, free of any deductions or set-off whatsoever, to the Mortgagor’s account or in such other manner as the Mortgagee may advise the Mortgagor from time to time.

2.2 Each payment received shall be appropriated first to any indebtedness of the Mortgagor other than capital and interest, then towards interest, and the balance, if any, shall thereafter be appropriated to the capital sum, notwithstanding any allocation by the Mortgagor of such payment.

3 INTEREST

3.1 All amounts which may or will become owing or payable by the Mortgagor to the Mortgagee in terms of this Bond shall bear interest at a rate or rates provided for in the Sale Agreement between the Mortgagee and Mortgagor relating to the indebtedness of the Mortgagor for which this Bond is security or at a rate/s specified by the Mortgagee and agreed to by the Mortgagor.

3.2 Should any dispute arise between the Mortgagee and the Mortgagor as to the rate or rates of interest applicable at any time or applicable in respect of any amount owing or payable by the Mortgagor or secured by this Bond, a certificate issued by a director of the Mortgagee shall be prima facie proof of the rate concerned.

4 IMPROVEMENTS

4.1 The Mortgagor shall, until such time as this bond is cancelled, keep all improvements on the mortgaged property in good order and repair.

4.2 The Mortgagee or its duly appointed agents are entitled at all reasonable times, at the cost of the Mortgagor, to enter upon and inspect the mortgaged property for the purpose of ascertaining if the aforesaid condition of keeping all improvements on the mortgaged property in good order and repair is being fully complied with.

4.3 Should the improvements not be kept in good order and repair the Mortgagee is entitled but not obliged to effect the necessary repairs or to cause any repairs to be done on behalf of the Mortgagor, and the costs of the Mortgagee in repairing the improvements and any money disbursed by the Mortgagee in procuring that the necessary repairs be effected shall be refunded by the Mortgagor on demand.

5 RATES, TAXES & LEVIES

5.1 The Mortgagor shall promptly pay all rates, taxes, site rentals, licences, service and other charges levied and to be levied at any time in respect of the mortgaged property by any Governmental, local or other competent authority or, where applicable, a leasehold grantor, and on demand produce the receipts therefor to the Mortgagee.

5.2 Should any of the aforesaid rates, taxes, site rentals, licences, service and other charges levied and to be levied not be paid on due date, the Mortgagee is entitled but not obliged to pay any amount so levied and any monies so disbursed shall be refunded by the Mortgagor on demand.

6 TITLE DEEDS AND LETTING OF PROPERTY

7.1 The title deeds of the mortgaged property will be lodged and remain with the Mortgagee until this bond is cancelled and the mortgaged property will not be further burdened in any way without the written consent of, and on the conditions prescribed by the Mortgagee.

7.2 The mortgaged property or any portion thereof shall not be let for a longer period than 5 (FIVE) consecutive months without the prior written consent of the Mortgagee.

7 CESSION OF RENTALS AND REVENUES

Should the Mortgagee give its consent to the letting of the mortgaged property, the Mortgagor cedes, transfers and assigns to the Mortgagee all the Mortgagor’s rights, title and interest in and to all rentals and other revenues of whatsoever nature, which may accrue from the mortgaged property as additional security for the due repayment by the Mortgagor of all amounts owing to or claimable by the Mortgagee at any time in terms of this bond, with the express right in favour of the Mortgagee irrevocably and in rem suam –

7.1 to institute proceedings against lessees for the recovery of unpaid rentals, and/or eviction from the mortgaged property;

7.2 to let the mortgaged property or any part thereof, to cancel or renew and enter into leases in such manner as the Mortgagee decides, to evict any trespasser or other person from the mortgaged property;

7.3 to collect on behalf of the Mortgagor any monies payable in respect of the alienation by the Mortgagor of the mortgaged property or any portion thereof;

provided, however, that the cession, transfer, assignment and authorities and powers specified above shall not be acted upon by the Mortgagee without the written consent of the Mortgagor unless clause 8.1 hereof has become applicable and in that event the Mortgagee is further entitled to charge a commission of 5 (FIVE) percentum of the gross amount of all rentals and other revenues collected and to recover such commission under this bond.

8 BREACH

8.1 In the event of –

8.1.1 the Mortgagor at any time defaulting in the payment of any amount due and payable to the Mortgagee the payment of which is secured by this bond, or the liability for which payment arises in terms hereof, or being in breach of any other obligation to the Mortgagee

arising in terms of this bond, and failing to remedy such default or breach within fourteen days after the Mortgagor has called for such remedy in writing; or

8.1.2 the mortgaged property being declared specially executable and excussed by legal process; or

8.1.3 the Mortgagor becomes (whether voluntarily or otherwise) subject to any provisional or final order for its sequestration, curatorship, liquidation, winding-up, judicial management, business rescue or is made subject to any similar disability or is deregistered; or

8.1.4 the Mortgagor compromises, or offers to compromise, with its creditors generally; or

8.1.5 the Mortgagor materially breaches any material provision of the Security Agreement and fails to remedy such breach within fourteen days after the Mortgagor has called for such remedy in writing; or

8.1.6 the Mortgagor failing to comply punctually and fully with its obligations to any of its existing or future creditors or to any existing or future lessor of any movable goods in terms of any agreement with such lessor such that any such creditor or lessor becomes entitled to –

8.1.6.1 attach or realise any of the Mortgagor’s assets; or

8.1.6.2 obtains any judgement against the Mortgagor,

the Mortgagee shall be entitled, but not obliged, notwithstanding any prior waiver or anything to the contrary in this Bond contained or otherwise agreed, and without prejudice to any other right or remedy which the Mortgagee may under the circumstances have, whether in terms hereof or otherwise –

8.1.7 to claim and recover from the Mortgagor forthwith all or any sums for the time being secured by this Bond, whether then due for payment or not; and/or

8.1.8 to have the mortgaged property excussed by legal process; and/or

8.1.9 to proceed for provisional sentence or final judgment, to execute on all or any of the assets of the Mortgagor hypothecated hereunder; and/or

8.1.10 to employ such other remedies and to take such other steps against the Mortgagor as are in law allowed;

provided that whatever costs and expenses may be incurred by the Mortgagee, including costs on the scale as between attorney and own client, in so doing shall be recoverable from the Mortgagor on demand or, as the Mortgagee may decide, be paid out of any moneys owing to the Mortgagor recovered by the Mortgagee, and that the nett recoveries of the Mortgagee shall be applied by the Mortgagee in reduction or satisfaction, as the case may be, of any indebtedness hereby secured, and any surplus remaining thereafter shall be paid over by the Mortgagee to the Mortgagor.

8.2 Should the provisions of this clause 8 become applicable, the Mortgagee is further entitled and is hereby authorised to surrender any policy or policies

of assurance which is/are ceded or made payable to the Mortgagee as collateral security and to appropriate the surrender value on account of the amount owing to the Mortgagee or secured under this bond.

9 CERTIFICATE OF INDEBTEDNESS

A certificate signed by any director, manager, company secretary or accountant for the time being of the Mortgagee (whose appointment or authority it shall not be necessary to prove) shall constitute prima facie evidence of the outstanding balance owing and/or due and payable by the Mortgagor to the Mortgagee and/or the rate of interest payable by the Mortgagor and/or any other amount owing and/or due and payable by the Mortgagor to the Mortgagee in terms hereof and/or any other matter arising from or related to this bond. Such certificate shall be prima facie proof of the contents thereof for the purpose of provisional sentence, motion proceedings, default judgment proceedings or any other legal proceedings by the Mortgagee against the Mortgagor in terms hereof.

10 DOMICILIUM

The Mortgagor chooses domicilium citandi et executandi at the following address –

[                    ]

and any notice or other document or legal process to be given, sent or delivered under this bond shall be regarded as sufficiently given, sent or delivered to the Mortgagor if delivered at the aforesaid address or sent by prepaid registered post to such address, in which latter case it shall be presumed to have been received on the fifth day following the date of posting unless the contrary is proved.

11 JURISDICTION

11.1 The Mortgagor agrees that any legal action or proceedings arising out of or in connection with this bond may be brought against it in the High Court of South Africa (Witwatersrand Local Division) (or any successor to that court) and irrevocably submits to the non-exclusive jurisdiction of such court. The Mortgagor irrevocably waives any objection it may now or hereafter have that such action or proceeding has been brought in an inconvenient forum. Nothing herein shall affect any of the rights of the Mortgagee to serve process in any manner permitted by law. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of each of the Mortgagee to take proceedings against the Mortgagor in whatever other jurisdiction the Mortgagee considers appropriate nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not.

11.2 The Mortgagor irrevocably and unconditionally –

11.2.1 agrees that if the Mortgagee brings legal proceedings against it or its assets in relation to this bond no immunity (including, without limitation, sovereign immunity) from such legal proceedings (which will be deemed to include without limitation, suit, attachment prior to Judgment, other attachment, the obtaining of Judgment, execution or other enforcement) will be claimed by or on behalf of itself or with respect to its assets;

11.2.2 waives any right of immunity from suit which it or its assets now has or may in the future acquire in connection with any action against it based on this bond; and

11.2.3 consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with such proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or Judgment which may be made or given in such proceedings.

12 EXPROPRIATION

In the event that the whole or any portion of the mortgaged property is expropriated under any law or the whole or any portion thereof taken under the provisions of any law, Provincial Ordinance or by-law for road-widening purposes, or any other purpose whatsoever by any competent authority, the Mortgagor appoints the Mortgagee, irrevocably and in rem suam, to receive all compensation monies payable in respect thereof as well as to make all claims and sign all such documents in regard thereto. The Mortgagee will account to the Mortgagor in respect of all amounts received after deduction of all sums owing in terms of this bond, including legal costs incurred by the Mortgagee in invoking its rights pursuant to this clause.

13 CESSION OF MORTGAGE BOND

The Mortgagee shall not be entitled to cede any or all of its rights under the mortgage bond to any person or persons without the prior written consent of the Mortgagor.

14 MISCELLANEOUS

No relaxation or indulgence which the Mortgagee may grant the Mortgagor shall in any way prejudice or be deemed to be a waiver of its rights hereunder.

15 NON-VARIATION

No agreement varying any of the terms or conditions of this bond shall be of any force or effect unless reduced to writing and signed by the Mortgagor and the Mortgagee, and should the Mortgagee so require, such agreement shall be incorporated in a variation agreement prepared by the Mortgagee’s conveyancers and registered in the relevant Deeds Registry at the cost of the Mortgagor.

16 COSTS

The Mortgagee shall pay all legal expenses, costs and charges in drawing and completing the Power of Attorney and this bond and procuring the registration thereof, and the costs of cancellation of this bond, including any powers of attorney and other documents necessary for that purpose, and in general all costs, including costs between attorney and client and collection commission, which may arise out of or in connection with this bond. All legal work necessary shall be performed and all necessary documents in connection with this bond and the cancellation thereof shall be drawn and registration hereof effected by the Mortgagee’s conveyancers.

IN WITNESS WHEREOF I, the said Registrar, together with the Appearer q.q. have subscribed to these presents, and have caused my seal of office to be affixed thereto.

THUS DONE AND EXECUTED at the office of the REGISTRAR OF DEEDS at [                    ] on

q.q.        

In my presence,

REGISTRAR OF DEEDS

ANNEXURE “5”

MEASUREMENT DATE BALANCE SHEET

CONDENSED CONSOLIDATED BALANCE SHEET (Rand)

	At 31 March 2012
Figures in thousand
Assets
Non-current assets
Property, plant and equipment		1,061,120
Restricted investments		165,953
Loan to holding company		325,126
Loans to group companies		13,294
Investments in financial assets		200
Inventories		10,815
Trade and other receivables		1,458
Total non-current assets		1,577,966
Current assets
Inventories		60,635
Trade and other receivables		23,993
Income and mining taxes		—
Cash and cash equivalents		447
		85,075
Assets of disposal groups classified as held-for-sale		12,097
Total current assets		97,172
Total assets		1,675,138
Equity and liabilities
Share capital and reserves
Share capital		869,616
Other reserves		64,209
Retained earnings		140,336
Total equity		1,074,161
Non-current liabilities
Deferred tax liabilities		83,672
Provision for environmental rehabilitation		170,670
Retirement benefit obligation and other provisions		912
Total non-current liabilities		255,254
Current liabilities
Loans from group companies		112,395
Income and mining taxes		29,745
Trade and other payables		186,353
		328,493
Liabilities of disposal groups classified as held-for-sale		17,230
Total current liabilities		345,723
Total equity and liabilities		1,675,138

ANNEXURE “6”

ADJUSTED CONDENSED CONSOLIDATED BALANCE SHEET

EVANDER GOLD MINES LIMITED

ADJUSTED CONDENSED CONSOLIDATED BALANCE SHEET

	As at 31 March 2012		Transfer to environmental rehabilitation fund			Set off of  loan accounts			Non-cash distribution			Cash injection			Adjusted as at 31 March 2012		Transactions from 1 April 2012 to 30 June 2012			Non-cash distribution of Taung proceeds net of taxation			Adjusted as at 30 June 2012		Clause No.
Figures in ZAR thousand	(Reviewed)														(Unaudited)		(Unaudited)						(Unaudited)
Clause No.			17.2			17.3.2			17.3.4			17.3.6								17.9.1
Assets
Non-current assets
Property, plant and equipment		1,061,120														1,061,120		11,937						1,073,057
Restricted investments		165,953		27,942												193,895		2,513						196,408	19.3
Loan to holding company		325,126		(27,942	)		(99,101	)		(78,025	)		(98,295	)		21,763		31,831			(53,594	)		—	17.5.2
Loans to group companies		13,294					(13,294	)								—								—	17.5.2
Investments in financial assets		200														200		57						257
Inventories		10,815														10,815		5,623						16,438
Trade and other receivables		1,458														1,458		(373	)					1,085
Total non-current assets		1,577,966		—			(112,395	)		(78,025	)		(98,295	)		1,289,251		51,588			(53,594	)		1,287,245
Current assets
Inventories		60,635														60,635		(10,396	)					50,239
Trade and other receivables		23,993														23,993		(1,310	)					22,683
Income and mining taxes		—														—		11,529						11,529
Cash and cash equivalents		447											98,295			98,742		117						98,859	17.5.1
		85,075		—			—			—			98,295			183,370		(60	)		—			183,310
Assets of disposal groups classified as held-for-sale		12,097														12,097		(12,097	)					—
Total current assets		97,172		—			—			—			98,295			195,467		(12,157	)		—			183,310
Total assets		1,675,138		—			(112,395	)		(78,025	)		—			1,484,718		39,431			(53,594	)		1,470,555
Equity and liabilities
Share capital and reserves
Share capital		869,616														869,616		—						869,616
Other reserves		64,209														64,209		1,733						65,942
Retained earnings		140,336								(78,025	)					62,311		157,447			(53,594	)		166,164
Total equity		1,074,161		—			—			(78,025	)		—			996,136		159,180			(53,594	)		1,101,722
Non-current liabilities
Deferred tax liabilities		83,672														83,672		47,184						130,856
Provision for environmental rehabilitation		170,670														170,670		(497	)					170,173
Retirement benefit obligation and other provisions		912														912		(37	)					875
Total non-current liabilities		255,254		—			—			—			—			255,254		46,650			—			301,904
Current liabilities
Loans from group companies		112,395					(112,395	)								—		—						—	17.5.3
Income and mining taxes		29,745														29,745		(29,745	)					—
Trade and other payables		186,353														186,353		(119,424	)					66,929
		328,493		—			(112,395	)		—			—			216,098		(149,169	)		—			66,929
Liabilities of disposal groups classified as held-for-sale		17,230														17,230		(17,230	)					—
Total current liabilities		345,723		—			(112,395	)		—			—			233,328		(166,399	)		—			66,929
Total equity and liabilities		1,675,138		—			(112,395	)		(78,025	)		—			1,484,718		39,431			(53,594	)		1,470,555

EX-4.24

Exhibit 4.24

HARMONY SHARED SERVICES AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

EVANDER GOLD MINES LIMITED

TABLE OF CONTENTS

1	PARTIES	1
2	INTERPRETATION	1
3	INTRODUCTION	8
4	NATURE AND DURATION OF AGREEMENT	8
5	APPOINTMENT	8
6	OBLIGATIONS OF EVANDER	9
7	SERVICE FEE	10
8	DISBURSEMENTS	10
9	PAYMENT OF THE SERVICE FEE AND DISBURSEMENTS	11
10	LIMITATION OF LIABILITY	12
11	INDEMNITY	12
12	REPORTING	14
13	FORCE MAJEURE	15
14	GENERAL WARRANTIES	16
15	CONFIDENTIALITY	17
16	PUBLICITY	19
17	SUPPORT	20
18	BREACH AND TERMINATION	20
19	DISPUTE RESOLUTION	22
20	NOTICES AND DOMICILIA	23
21	BENEFIT OF THE AGREEMENT	24
22	APPLICABLE LAW AND JURISDICTION	24
23	NEW LAWS AND INABILITY TO PERFORM	24
24	GENERAL	25
25	COSTS	27
26	SIGNATURE	27

1 PARTIES

1.1 The Parties to this Agreement are –

1.1.1 Harmony Gold Mining Company Limited; and

1.1.2 Evander Gold Mines Limited.

1.2 The Parties agree as set out below.

2 INTERPRETATION

2.1 In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

2.1.1 “AFSA” means the Arbitration Foundation of Southern Africa;

2.1.2 “Agreement” means this shared services agreement;

2.1.3 “Closing Date” shall bear the meaning ascribed thereto in the Sale of Shares and Claims Agreement;

2.1.4 “Confidential Information” means any information or data relating to the Parties (even if not marked as being confidential, restricted, secret, proprietary or any similar designation), in whatever format and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise), which –

2.1.4.1 by its nature or content is identifiable as confidential and/or proprietary to a Party; or

2.1.4.2 is intended or by its nature or content could reasonably be expected to be confidential and/or proprietary to a Party,

and includes –

2.1.4.3 information relating to a Party’s existing and future strategic objectives and existing and future business plans and corporate opportunities;

2.1.4.4 technical, commercial, scientific, marketing, business or financial information, techniques, know-how, operating methods and procedures;

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2.1.4.5 details of costs, sources of materials and customer lists (whether actual or potential) and other information relating to the existing and prospective customers and suppliers of a Party;

2.1.4.6 pricing, price lists and purchasing policies;

2.1.4.7 computer data, programmes and source codes;

2.1.4.8 products, drawings, designs, plans, functional and technical requirements and specifications; and

2.1.4.9 any information which is not readily available to a competitor of a Party in the ordinary course of business;

2.1.5 “Disbursements” means all and any disbursements incurred or to be incurred by Harmony on behalf of Evander in rendering a Service;

2.1.6 “Evander” means Evander Gold Mines Limited, registration number 1963/006226/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.1.7 “Event of Force Majeure” means any event or circumstance whatsoever which shall not be within the reasonable control of a Party including vis major, casus fortuitus, any act of God, strike, theft, fire, explosion, riot, insurrection or other civil disorder, war (whether declared or not) or military operations, international restrictions, any requirement of any international authority, any requirement of any government or other competent local authority, any court order, export control and any shortage and/or cessation of transport facilities or of the supply of electricity;

2.1.8 “First Period” means the period commencing on the Signature Date and terminating on the Closing Date;

2.1.9 “Harmony” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.1.10 “Harmony’s Group” means Harmony and its wholly owned subsidiaries excluding all members of Evander and its subsidiaries;

2.1.11 “Harmony Group Company” means any company within Harmony’s Group;

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2.1.12 “Harmony’s Designated Account” means the bank account nominated by Harmony, the details of which are set out below, or such other account as Harmony may designate in writing on 5 (five) business days notice to Evander –

Name of Account	Harmony Gold Mining Company Current Account
Bank:	Nedbank Limited
Branch:	Corporate Client Services
Branch Code:	145405
Account Number:	1454115866

2.1.13 “Independent Auditors” means such independent auditors as may be agreed between the Parties, or failing agreement within 10 (ten) business days from the date of a request by either Party for such agreement, appointed by the Executive President for the time being of the South African Institute of Chartered Accountants from one of the 4 (four) largest (based on number of partners) independent firms of auditors in South Africa at the time;

2.1.14 “Integrated Services” means the following Services to be provided by Harmony to Evander in terms of this Agreement: Finance, Information Technology, Management Accounting, Payroll Administration and Supply Chain;

2.1.15 “Month” means a “cost month”, determined from time to time by Harmony;

2.1.16 “Pan African” means Pan African Resources PLC, registration number 3937466, a limited liability public company duly incorporated and registered in England and Wales

2.1.17 “Parties” means the parties to this Agreement;

2.1.18 “Prime Rate” means the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365 (three hundred and sixty five) day year irrespective of whether or not the year is a leap year, from time to time published by Absa Bank Limited as being its prime overdraft rate, as certified by any representative of that bank whose appointment and designation it will not be necessary to prove;

3

2.1.19 “Representatives” means any employees, representatives, officers, directors, consultants, agents, contractors and sub-contractors of Harmony or a Harmony Group Company and, in the case of such contractors and sub-contractors, their employees, representatives, directors, officers, consultants, agents, contractors and sub-contractors;

2.1.20 “Sale of Shares and Claims Agreement” means the sale of shares and claims agreement to be concluded between Harmony, Evander, Pan African and Emerald Panther Investments 91 Proprietary Limited (“Emerald”), in terms of which Emerald purchases (i) the entire issued share capital of Evander and (ii) all amounts owing by Evander to Harmony on the Closing Date by way of loan account, from Harmony;

2.1.21 “Sale Shares” shall bear the meaning ascribed thereto in the Sale of Shares and Claims Agreement;

2.1.22 “Second Period” means the period commencing on the 1^st (first) business day after the Closing Date and terminating on the 1^st (first) anniversary of the Closing Date;

2.1.23 “Service Fee” means the service fees determined in accordance with clause 7;

2.1.24 “Services” means –

2.1.24.1 the services to be agreed between Harmony and the purchaser in terms of the Sale of Shares and Claims Agreement prior to the Closing Date; or

2.1.24.2 to the extent that agreement in terms of clause 2.1.24.1 is not reached on or before the Closing Date, the services rendered by Harmony or a Harmony Group Company, as the case may be, to Evander, as at 30 January 2012;

2.1.25 “Signature Date” means the date of signature of this Agreement by the Party last signing;

2.1.26 “VAT” means value-added tax as levied from time to time in terms of the VAT Act; and

2.1.27 “VAT Act” means the Value-Added Tax Act, 1991.

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2.2 In this Agreement –

2.2.1 clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

2.2.2 an expression which denotes –

2.2.2.1 any gender includes the other genders;

2.2.2.2 a natural person includes a juristic person and vice versa;

2.2.2.3 the singular includes the plural and vice versa;

2.2.2.4 a Party includes a reference to that Party’s successors in title and assigns allowed at law; and

2.2.2.5 a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last mentioned clauses.

2.3 Any reference in this Agreement to –

2.3.1 “business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;

2.3.2 “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;

2.3.3 “laws” means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Governmental Body; and the common law, and “law” shall have a similar meaning; and

2.3.4 “person” means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality.

5

2.4 The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

2.5 Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 2 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.

2.6 Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

2.7 Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

2.8 A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

2.9 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

2.10 If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the next succeeding business day.

2.11 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

2.12 The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

2.13 No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.

6

2.14 The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if either of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

2.15 Whenever any person is required to act “as an expert and not as an arbitrator” in terms of this Agreement, then –

2.15.1 the determination of the expert shall (in the absence of manifest error) be final and binding;

2.15.2 subject to any express provision to the contrary, the expert shall determine the liability for his or its charges, which shall be paid accordingly;

2.15.3 the expert shall be entitled to determine such methods and processes as he or it may, in his or its sole discretion, deem appropriate in the circumstances provided that the expert may not adopt any process which is manifestly biased, unfair or unreasonable;

2.15.4 the expert shall consult with the relevant Parties (provided that the extent of the expert’s consultation shall be in his or its sole discretion) prior to rendering a determination; and

2.15.5 having regard to the sensitivity of any confidential information, the expert shall be entitled to take advice from any person considered by him or it to have expert knowledge with reference to the matter in question.

2.16 Any reference in this Agreement to “this Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.

2.17 This Agreement incorporates the annexures which annexures shall have the same force and effect as if set out in the body of this Agreement. In this Agreement the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Agreement.

7

3 INTRODUCTION

3.1 As at the Signature Date, Harmony provides the Services to Evander.

3.2 Harmony shall continue to provide the Services to Evander on the terms and subject to the conditions contained in this Agreement.

3.3 Evander wishes to appoint Harmony and Harmony wishes to accept such appointment to perform and render, or cause to be performed and rendered, the Services to Evander upon the terms and subject to the conditions contained in this Agreement.

3.4 The Parties wish to record in writing their agreement in respect of the above and matters ancillary thereto.

4 NATURE AND DURATION OF AGREEMENT

4.1 This Agreement shall commence on the Signature Date and shall endure until expiry of the Second Period, subject to the right of Evander to elect to extend the duration of this Agreement for an additional 6 (six) months (“Renewal Period”), which election shall be exercised in writing by Evander by not later than 6 (six) months prior to the expiry of the Second Period.

4.2 The Parties acknowledge and agree that notwithstanding anything to the contrary contained in this Agreement, Evander shall be entitled to terminate the provision of any of the Services on 3 (three) months’ written notice to Harmony, provided that Evander shall not be entitled to terminate the provision of any Service in terms of this clause 4.2 during the First Period and provided further that, to the extent that Evander wishes to cancel any one of the Integrated Services, it shall be obliged to cancel all of the Integrated Services.

4.3 This Agreement shall endure in accordance with the provisions of clauses 4.1 and 4.2, unless terminated in accordance with the provisions of clause 18.

5 APPOINTMENT

5.1 Evander hereby appoints Harmony to perform and render, or cause to be performed and rendered, the Services with effect from the Signature Date, which appointment Harmony hereby accepts with effect from the Signature Date, upon the terms and subject to the conditions contained in this Agreement.

8

5.2 This Agreement shall operate as a severable and distinct agreement in respect of each of the Services.

5.3 Notwithstanding anything to the contrary contained herein, Harmony shall have the right to appoint any Harmony Group Company as subcontractor in respect of the whole or any part of the Services, provided that Harmony hereby guarantees, as surety for and co-principal debtor in solidum with such Harmony Group Company, the due and proper compliance by such Harmony Group Company with all the terms and conditions herein imposed on Harmony.

5.4 The Services shall be rendered using the same degree of skill, care, diligence, efficiency, prudence and foresight and subject to the same internal procedures, standards, time frames and policies as are generally applied by Harmony or a Harmony Group Company, as the case may be, from time to time in rendering the same or similar services to its business units, provided that in rendering the Services, Harmony or the Harmony Group Company, as the case may be, shall be obliged to act at all times in a manner which is not grossly negligent in the circumstances. Harmony or the Harmony Group Company, as the case may be, shall render the Services in compliance with all applicable laws and regulations.

6 OBLIGATIONS OF EVANDER

6.1 At Evander’s cost and expense and if required by Harmony in order to enable Harmony to perform and render the Services, Evander shall timeously, but in any event by not later than 5 (five) business days after receipt of written request from Harmony –

6.1.1 provide all relevant information and data to Harmony;

6.1.2 make available to, and allow Harmony and its Representatives access, at all reasonable times, to –

6.1.2.1 all relevant databases, records and electronic systems;

6.1.2.2 all relevant premises;

6.1.2.3 all relevant equipment; and

6.1.2.4 suitably qualified representatives of Evander as may be necessary to enable Harmony to provide the Services.

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6.2 Evander shall use reasonable endeavours to ensure that the information and data referred to in clause 6.1.1 and the databases, records and electronic systems referred to in clause 6.1.2.1 shall be accurate and correct in all material respects and that use thereof by Harmony for purposes of performing and rendering the Services in accordance with the provisions of this Agreement shall, to the extent necessary, be authorised (by all relevant authorities and other persons from whom such authorisation shall be required in terms of any applicable law and/or agreement such that use by Harmony does not infringe any third party rights) in terms of all relevant procedures.

7 SERVICE FEE

Harmony shall continue to provide Evander with the Services –

7.1 for the duration of the First Period, on the same basis and at the same cost as it provides those services to the other operations of Harmony’s Group during that period; and

7.2 for the duration of the Second Period and to the extent applicable, the Renewal Period, on the same basis as it provides those services to the other operations of Harmony’s Group during that period, at the cost thereof to Harmony, in providing the Services, plus 5% (five percent), provided that, from the Closing Date, Harmony shall not be obliged to –

7.2.1 provide any credit whatsoever to Evander;

7.2.2 pay any amount to any third party on behalf of Evander; or

7.2.3 pay any amount to the employees of Evander on behalf of Evander.

8 DISBURSEMENTS

Evander shall reimburse Harmony for all costs actually incurred by it in performing and rendering the Services pursuant to this Agreement from the Signature Date to the Closing Date, including, without limitation –

8.1 all reasonable travel, accommodation and subsistence costs incurred by the Representatives; and

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8.2 all costs actually incurred by Harmony in consulting with external professional advisors in relation to the Services including, without limitation, reasonable costs incurred in consulting with accountants, legal advisors and banking advisors and professional advisors in the industry relevant to the Services (which external professional advisors Harmony may consult whenever reasonably necessary in performing and rendering the Services), provided that, where reasonably possible, Harmony, will, in co-operation with Evander, procure that Evander instructs the relevant external professional advisor directly, and that Evander is invoiced by such external professional advisor directly.

9 PAYMENT OF THE SERVICE FEE AND DISBURSEMENTS

9.1 Evander shall pay to Harmony the Service Fee and, to the extent applicable, the Disbursements in respect of each Service in accordance with this clause 9.

9.2 Harmony shall present to Evander a VAT invoice within 10 (ten) business days of the end of each Month, reflecting the Service Fees and, to the extent applicable, the Disbursements payable in respect of each of the Services rendered by Harmony during that Month and an itemised break down of the calculation of the total fee payable by Evander (“Total Service Fee”). The Total Service Fee shall be paid by Evander to Harmony within 10 (ten) business days of receipt by Evander of the aforesaid VAT invoice, by electronic transfer of immediately available and freely transferable funds to Harmony’s Designated Account.

9.3 Each of the Parties shall be responsible for and shall pay all taxes and levies levied against it in connection with the provisions of this Agreement.

9.4 Should Evander fail to make any payment under or arising from this Agreement on the due date thereof then, without prejudice to such other rights as may accrue to Harmony consequent upon such failure, such overdue amount will bear interest at 200 (two hundred) basis points above the Prime Rate, from the due date for payment to the date of actual payment, both dates inclusive.

9.5 Should there be any dispute between the Parties as to the calculation of the Total Service Fee, including in respect of any itemised break down contemplated in clause 9.2, such dispute shall first be submitted to the Chief Executive Officers of Harmony and Evander for resolution. Should the Chief Executive Officers of Harmony and Evander be unable to resolve the dispute within 10 (ten) business days after the dispute was referred to them, such dispute will be referred to the Independent Auditors for determination, who shall act as experts and not as

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arbitrators. The Parties agree that the payment of any amount in dispute between the Parties shall be payable, to the extent that it is determined to be payable, following the resolution of the dispute in terms of this clause 9.5. All amounts which are not the subject matter of any dispute between the Parties shall be payable in accordance with the provisions of clauses 9.1 to 9.4.

10 LIMITATION OF LIABILITY

10.1 Notwithstanding any provision to the contrary contained in this Agreement, no liability shall attach to Harmony, any Harmony Group Company or the Representatives for any actual or contingent losses, claims, liabilities, damages, costs or expenses of any nature whatsoever which Evander or any other person may suffer or incur as a result of or in connection with the performance or rendering of the Services (including any act or omission) by Harmony, any Harmony Group Company or Representatives in terms of this Agreement, except by reason of, and to the extent of any gross negligence, wilful misconduct and/or fraud by Harmony, a Harmony Group Company or their Representatives, as the case may be, provided that any liability arising from –

10.1.1 gross negligence or wilful misconduct shall be limited to the aggregate amount paid by Evander in relation to such Service, divided by the number of months in respect of which the fee has been paid multiplied by 12 (twelve); and

10.1.2 fraud shall be limited to direct damages suffered by Evander.

10.2 Notwithstanding any other provision of this Agreement, in no event will Harmony be liable to Evander or any third party for any loss of profit or any other indirect, special or consequential loss (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof).

10.3 The Parties acknowledge and agree that the limitation of liability contemplated in clauses 10.1 and 10.2 shall not limit Evander from claiming specific performance of Harmony’s obligations under this Agreement.

11 INDEMNITY

11.1 Without prejudice to any of the rights of Harmony or any Harmony Group Company, as the case may be, or any of their Representatives (“Indemnified Parties”) at law or in terms of any other provision of this Agreement, Evander

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hereby gives the Indemnified Parties an indemnity against and shall hold each of the Indemnified Parties harmless against all actual and contingent losses, claims, liabilities, damages, costs (including, without limitation, legal costs on the scale as between attorney and own client and any additional legal costs) and expenses of any nature whatsoever (but excluding for any loss of profit or any other indirect, special or consequential loss (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) which any of the Indemnified Parties may suffer or incur as a result of or in connection with the performance or rendering of the Services (including any act or omission) by the Indemnified Parties in terms of this Agreement (“Indemnified Loss”), except by reason of, and to the extent of the Indemnified Parties’ gross negligence and/or wilful misconduct or fraud.

11.2 Harmony shall not admit any liability in respect of any claim which may be made in respect of any Indemnified Loss. Harmony will notify Evander of any claim which may be made against the Indemnified Parties as expeditiously as possible after Harmony becomes aware thereof. Evander will be entitled to contest the claim concerned in the name of the Indemnified Party, at its own cost, and will be entitled to control the proceedings in regard thereto, provided that –

11.2.1 the actions of Evander shall be subject to such conditions and restrictions as Harmony may reasonably stipulate if Evander’s actions in relation to the Indemnified Loss could have implications outside of the actual liability concerned for Harmony or any Harmony Group Company, as the case may be;

11.2.2 Evander delivers to Harmony a written indemnity on terms reasonably acceptable to Harmony, indemnifying the Indemnified Party against all charges and all legal costs (not limited by any scale) which may be incurred or awarded as a consequence of such steps. Harmony will be entitled to require Evander to give reasonable security against such costs; and

11.2.3 Harmony will –

11.2.3.1 render reasonable assistance to Evander (at the expense of Evander) in regard to the steps taken by Evander; and

11.2.3.2 make all relevant books and records available to Evander.

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11.3 Evander shall be obliged to pay the relevant Indemnified Party the amount of any Indemnified Loss suffered or incurred by the Indemnified Party as soon as the Indemnified Party is obliged to pay the amount thereof (in the case of any Indemnified Loss which involves a payment by them) or as soon as the Indemnified Party suffers the Indemnified Loss (in the case of an Indemnified Loss which does not involve a payment by them). If any Indemnified Party makes any payment in respect of the Indemnified Loss, Harmony shall provide Evander with proof of such payment.

11.4 Any claim by a Party (“Claiming Party”) against the other Party (“Paying Party”) based on a breach of a representation, undertaking or warranty contained in this Agreement, or in respect of any other matter against which a Paying Party has undertaken to indemnify the Claiming Party, shall be reduced by an amount equal to any tax benefit received by the Claiming Party as a result thereof, based on the nominal tax rate applicable at the time (“Tax Benefit”). A Claiming Party is assumed to be entitled to such Tax Benefit unless it proves otherwise, before the date on which the payment of the claim must be made by the Paying Party.

11.5 If any payment of a claim in terms of this Agreement gives rise to a liability of the Claiming Party to pay VAT, the Paying Party hereby undertakes to pay the Claiming Party the amount of such VAT.

12 REPORTING

12.1 Representatives designated by each of the Parties in writing (“Designated Representatives”), will meet on a monthly basis, or more frequently at their discretion, to ensure that the Services are being performed in accordance with the scope of the Services.

12.2 The Designated Representatives will address any performance related issues, the maintenance of quality standards or personnel disputes which may arise in relation to the delivery of the Services.

12.3 If any dispute arises between the Parties in relation to the performance of the Services, the Designated Representatives will have the authority to resolve any dispute as soon as is practicable.

12.4 If the Designated Representatives are unable to resolve the dispute within a reasonable period of time, the issue will be escalated and determined in accordance with the provisions of clause 19.

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13 FORCE MAJEURE

13.1 Should either Party (“Affected Party”) be prevented from fulfilling any of its obligations (excluding the obligation to pay any amount due to be paid in terms of this Agreement) in terms of this Agreement in respect of the Services as a result of an Event of Force Majeure, then –

13.1.1 those obligations shall be deemed to have been suspended to the extent that, and for so long as, the Affected Party shall so be prevented from fulfilling them and the corresponding obligations of the other Party (“Unaffected Party”) shall be suspended to the corresponding extent;

13.1.2 the Affected Party shall promptly notify the Unaffected Party in writing of such Event of Force Majeure, and such notice shall include an estimation of the approximate period for which the suspension in terms of clause 13.1.1 will endure. Such estimate shall not be binding on the Affected Party; and

13.1.3 the duration of any period in which any Services affected by the Event of Force Majeure shall have been agreed to be performed, as well as each period within which, and each date by which, any obligation shall be required to be performed in terms of this Agreement, shall be extended or postponed, as the case may be, by the period of suspension in terms of clause 13.1.1.

13.2 In the event that the Affected Party shall –

13.2.1 partially or completely cease to be prevented from fulfilling its obligations (excluding the obligation to pay any amount due to be paid in terms of this Agreement) by the Event of Force Majeure, the Affected Party shall immediately give written notice to the Unaffected Party of such cessation, and the Affected Party shall, as soon as possible, fulfil its obligations which shall previously have been suspended, provided that, in the event, and to the extent that, fulfilment shall no longer be possible or the Unaffected Party shall have given written notice that it no longer requires such fulfilment, the Affected Party shall not be obliged to fulfil its suspended obligations, and the Unaffected Party shall not be obliged to fulfil its corresponding obligations; or

13.2.2 be unable to perform any of its obligations (excluding the obligation to pay any amount due to be paid in terms of this Agreement) in terms of this Agreement for a period of more than 20 (twenty) business days as a result of any Event of Force Majeure, the Unaffected Party shall be entitled to cancel this Agreement

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by giving 10 (ten) business days’ written notice to that effect to the Affected Party, provided that in relation to the Services provided by Harmony, if Harmony shall be able to provide some or part of the Services in terms of this Agreement, Evander shall not be entitled to cancel this Agreement, and the Parties undertake to amend the scope of the Services to be provided by Harmony in terms of this Agreement accordingly. Further, Evander shall be entitled to procure those Services affected by the Event of Force Majeure from any third party.

13.3 Subject to clause 13.2.2, in the event that Harmony, as the Affected Party, shall be unable to perform any of the Services in terms of this Agreement at any time as a result of an Event of Force Majeure, Evander, as the Unaffected Party, shall be entitled to procure the relevant Service from any third party for as long as the Affected Party shall be unable to perform such Service.

14 GENERAL WARRANTIES

14.1 Each of the Parties hereby warrants to and in favour of the other that –

14.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

14.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;

14.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not –

14.1.3.1 contravene any law or regulation to which that Party is subject;

14.1.3.2 contravene any provision of that Party’s constitutional documents; or

14.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and

14.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;

14.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity);

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14.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so;

14.1.7 no other party is acting as a fiduciary for it; and

14.1.8 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement.

14.2 Each of the representations and warranties given by the Parties in terms of clause 14.1 shall –

14.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;

14.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and

14.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

15 CONFIDENTIALITY

15.1 The Parties undertake that during the operation of, and after the expiration, termination or cancellation of, this Agreement for any reason, they will keep confidential –

15.1.1 any Confidential Information which a Party (“Disclosing Party”) communicates to the other Party (“Recipient”) in writing, visual or machine readable form (including by fax and other forms of electronic transmission) or orally and which is stated to be or by its nature is intended to be confidential; and

15.1.2 all other information of the same confidential nature concerning the business of a Disclosing Party which comes to the knowledge of the Recipient whilst it is engaged in negotiating the terms of this Agreement or after its conclusion.

15.2 If a Recipient is uncertain about whether any information is to be treated as confidential in terms of this clause 15 it shall be obliged to treat it as such until written clearance is obtained from the Disclosing Party.

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15.3 Each Party undertakes, subject to clause 15.4, not to disclose any information which is to be kept confidential in terms of this clause 15, nor to use such information for its own or anyone else’s benefit.

15.4 Notwithstanding the provisions of clause 15.3, a Recipient shall be entitled to disclose any information to be kept confidential if and to the extent only that the disclosure is bona fide and necessary for the purposes of carrying out its duties in terms of this Agreement.

15.5 The obligation of confidentiality placed on the Parties in terms of this clause 15 shall cease to apply to a Recipient in respect of any information which –

15.5.1 is or becomes generally available to the public other than by the negligence or default of the Recipient or by the breach of this Agreement by the Recipient;

15.5.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;

15.5.3 has lawfully become known by or come into the possession of the Recipient on a non-confidential basis from a source other than the Disclosing Party having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing at the Signature Date; or

15.5.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court order, to the extent of compliance with such requirement or request only and not for any other purpose,

provided that –

15.5.5 the onus shall at all times rest on the Recipient to establish that information falls within the exclusions set out in clauses 15.5.1 to 15.5.4;

15.5.6 information will not be deemed to be within the foregoing exclusions merely because such information is embraced by more general information in the public domain or in the Recipient’s possession; and

15.5.7 any combination of features will not be deemed to be within the foregoing exclusions merely because individual features are in the public domain or in the Recipient’s possession, but only if the combination itself and its principle of operation are in the public domain or in the Recipient’s possession.

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15.6 In the event that the Recipient is required to disclose confidential information of the Disclosing Party as contemplated in clause 15.5.4, the Recipient will –

15.6.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible;

15.6.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

15.6.3 afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings;

15.6.4 comply with the Disclosing Party’s reasonable requests as to the manner and terms of any such disclosure; and

15.6.5 notify the Disclosing Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

16 PUBLICITY

16.1 Subject to clause 16.3, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules of any recognised securities exchange, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement and any and all information given by a Party to the other Party pursuant to this Agreement.

16.2 No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Party, save for any announcement or other statement required to be made in terms of the provisions of any law or by the rules of any recognised securities exchange, in which event the Party obliged to make such statement will first consult with the other Party in order to enable the Parties in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to the other Party which has made an announcement of some nature in breach of this clause 16.

16.3 This clause 16 shall not apply to any disclosure made by a Party to its professional advisors or consultants, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.

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17 SUPPORT

The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.

18 BREACH AND TERMINATION

18.1 The Parties record that –

18.1.1 the breach of any one of the separate agreements so constituted shall be deemed to be a breach of all agreements effected in terms of this Agreement;

18.1.2 the termination of any individual Service in accordance in accordance with the provisions of this Agreement will not affect the continuation of any other Services provided in terms of this Agreement, save as provided for in terms of clause 4.2; and

18.1.3 each Service may only be terminated in whole (and not in part only).

18.2 If a Party –

18.2.1 takes steps to place itself, or is placed, in liquidation, whether voluntarily or compulsorily, or in judicial management, in either case whether provisionally or finally;

18.2.2 takes steps to de-register itself or is de-registered;

18.2.3 commits a material breach of any provision of this Agreement and fails to remedy the breach within 10 (ten) business days after it receives written notice to do so, provided that –

18.2.3.1 if the breach can reasonably be remedied within a shorter period, the Party giving the notice may specify that shorter period in the notice and the Party in default shall remedy the breach within that period; or

18.2.3.2 if the breach cannot reasonably be remedied within such 10 (ten) business day period, the Party in default shall be entitled to an extension, not exceeding a further 10 (ten) business days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable

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satisfaction of the other Party within such 10 (ten) business day period that effective steps to remedy the breach have been initiated and continues to provide such evidence on an ongoing basis that the steps are being expeditiously pursued,

the Party shall be in default.

18.3 If a Party is in default (“Defaulting Party”), the other Party (“the Aggrieved Party”) shall be entitled, at its option without prejudice to any other right that it may have under this Agreement or at law –

18.3.1 to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the Aggrieved Party for the Defaulting Party’s obligations; or

18.3.2 to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if –

18.3.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or

18.3.2.2 it is incapable of being remedied or is not remedied within the Notice Period, and payment in money will compensate for such breach but such payment is not made within the Notice Period.

18.4 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

18.5 The Aggrieved Party’s remedies in terms of this clause 18 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

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19 DISPUTE RESOLUTION

19.1 In the event of there being any dispute or difference between the Parties arising out of this Agreement, the said dispute or difference shall on written demand by either Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

19.2 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties or failing agreement within 10 (ten) business days of the demand for arbitration, then either Party shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the Parties failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the Parties.

19.3 Either Party may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

19.4 Nothing herein contained shall be deemed to prevent or prohibit a Party from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

19.5 Any arbitration in terms of this clause 19 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

19.6 This clause 19 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

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19.7 The Parties agree that the written demand by a Party in terms of clause 19.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

20 NOTICES AND DOMICILIA

20.1 The Parties select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the following telefax numbers –

Name	Physical Address	Telefax
Harmony	Block 18	+27 (0) 86 628 2332
	Randfontein Office Park
	Cnr Main Reef Road and
	Ward Avenue
	Randfontein
Marked for the attention of: The Chief Executive Officer
Name	Physical Address	Telefax
Evander	Block 18	+27 (0) 86 628 2332
	Randfontein Office Park
	Cnr Main Reef Road and
	Ward Avenue
	Randfontein
	with a copy to:
	First Floor, Office 101 The Firs Cnr Cradock and Bierman Avenue Rosebank	+27 (0) 86 266 4266

Marked for the attention of: The General Manager

provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address or telefax number by written notice to the other Party to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change.

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20.2 All notices to be given in terms of this Agreement will be given in writing and will –

20.2.1 be delivered by hand or sent by telefax, and not by way of email;

20.2.2 if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day; and

20.2.3 if sent by telefax during business hours, be presumed to have been received on the date of successful transmission of the telefax. Any telefax sent after business hours or on a day which is not a business day will be presumed to have been received on the following business day.

20.3 Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 20.

21 BENEFIT OF THE AGREEMENT

This Agreement will also be for the benefit of and be binding upon the successors in title and permitted assigns of the Parties or either of them.

22 APPLICABLE LAW AND JURISDICTION

22.1 This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.

22.2 Subject to clause 19, the Parties hereby consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg in any dispute arising from or in connection with this Agreement.

23 NEW LAWS AND INABILITY TO PERFORM

23.1 If any law comes into operation subsequent to the signature of this Agreement which law affects any aspect or matter or issue contained in this Agreement, the Parties undertake to enter into negotiations in good faith regarding a variation of this Agreement in order to ensure that neither this Agreement nor its implementation constitutes a contravention of such law.

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23.2 If either Party is prevented from performing any of its obligations in terms of this Agreement as a result of any existing or new law or as a result of any event beyond its reasonable control whether or not foreseeable, including general power failures, breakdown of telecommunication networks or computers, political intervention, imposition of sanctions, riot or insurrection, it shall not be liable for any failure to perform its obligations under this Agreement while such event persists and shall have the right (unless such event has or is likely to persist for a period not exceeding 30 (thirty) days) to terminate this Agreement at any time after the intervention of or becoming aware of such event.

23.3 If this Agreement is terminated by either Party in accordance with the provisions of this clause 23 neither Party shall have any claim or obligation in respect of any loss suffered or damages incurred as a result of such cancellation.

24 GENERAL

24.1 Whole Agreement

24.1.1 This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either of the Parties.

24.1.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof.

24.2 Variations to be in Writing

No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

24.3 No Indulgences

No latitude, extension of time or other indulgence which may be given or allowed by any Party to the other Party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement and no single or partial exercise of any right by

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any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party’s rights in terms of or arising from this Agreement or estop or preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

24.4 No Waiver or Suspension of Rights

No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.

24.5 Provisions Severable

All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

24.6 Continuing Effectiveness of Certain Provisions

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

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24.7 No Assignment

Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by either Party without the prior signed written consent of the other Party, save as otherwise provided herein.

24.8 Exclusion of Electronic Signature

The reference in clauses 24.2, 24.4 and 24.7 to writing signed by a Party shall, notwithstanding anything to the contrary in this Agreement, be read and construed as excluding any form of electronic signature.

25 COSTS

Except as otherwise specifically provided herein, each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Agreement.

26 SIGNATURE

26.1 This Agreement is signed by the Parties on the dates and at the places indicated below.

26.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

26.3 The persons signing this Agreement in a representative capacity warrant their authority to do so.

26.4 The Parties record that it is not required for this Agreement to be valid and enforceable that a Party shall initial the pages of this Agreement and/or have its signature of this Agreement verified by a witness.

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SIGNED at Sandton on 30 May 2012

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

SIGNED at Sandton on 30 May 2012

For and on behalf of

EVANDER GOLD MINES LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

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EX-4.25

Exhibit 4.25

EVANDER SHARED SERVICES AGREEMENT

between

RANDFONTEIN ESTATES LIMITED

and

EVANDER GOLD MINES LIMITED

TABLE OF CONTENTS

1	PARTIES	1
2	INTERPRETATION	1
3	INTRODUCTION	7
4	NATURE AND DURATION OF AGREEMENT	7
5	APPOINTMENT	8
6	OBLIGATIONS OF RANDFONTEIN	8
7	SERVICE FEE	9
8	PAYMENT OF THE SERVICE FEE	9
9	LIMITATION OF LIABILITY	10
10	INDEMNITY	11
11	REPORTING	12
12	FORCE MAJEURE	13
13	GENERAL WARRANTIES	14
14	CONFIDENTIALITY	15
15	PUBLICITY	17
16	SUPPORT	18
17	BREACH AND TERMINATION	18
18	DISPUTE RESOLUTION	19
19	NOTICES AND DOMICILIA	21
20	BENEFIT OF THE AGREEMENT	22
21	APPLICABLE LAW AND JURISDICTION	22
22	NEW LAWS AND INABILITY TO PERFORM	22
23	GENERAL	23
24	COSTS	25
25	SIGNATURE	25

1 PARTIES

1.1 The Parties to this Agreement are –

1.1.1 Randfontein Estates Limited; and

1.1.2 Evander Gold Mines Limited.

1.2 The Parties agree as set out below.

2 INTERPRETATION

2.1 In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

2.1.1 “AFSA” means the Arbitration Foundation of Southern Africa;

2.1.2 “Agreement” means this shared service agreement;

2.1.3 “Closing Date” shall bear the meaning ascribed thereto in the Sale of Shares and Claims Agreement;

2.1.4 “Confidential Information” means any information or data relating to the Parties (even if not marked as being confidential, restricted, secret, proprietary or any similar designation), in whatever format and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise), which –

2.1.4.1 by its nature or content is identifiable as confidential and/or proprietary to a Party; or

2.1.4.2 is intended or by its nature or content could reasonably be expected to be confidential and/or proprietary to a Party,

and includes –

2.1.4.3 information relating to a Party’s existing and future strategic objectives and existing and future business plans and corporate opportunities;

2.1.4.4 technical, commercial, scientific, marketing, business or financial information, techniques, know-how, operating methods and procedures;

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2.1.4.5 details of costs, sources of materials and customer lists (whether actual or potential) and other information relating to the existing and prospective customers and suppliers of a Party;

2.1.4.6 pricing, price lists and purchasing policies;

2.1.4.7 computer data, programmes and source codes;

2.1.4.8 products, drawings, designs, plans, functional and technical requirements and specifications; and

2.1.4.9 any information which is not readily available to a competitor of a Party in the ordinary course of business;

2.1.5 “Evander” means Evander Gold Mines Limited, registration number 1963/006226/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.1.6 “Evander’s Designated Account” means the bank account nominated by Evander in writing on 5 (five) business days notice to Harmony;

2.1.7 “Event of Force Majeure” means any event or circumstance whatsoever which shall not be within the reasonable control of a Party including vis major, casus fortuitus, any act of God, strike, theft, fire, explosion, riot, insurrection or other civil disorder, war (whether declared or not) or military operations, international restrictions, any requirement of any international authority, any requirement of any government or other competent local authority, any court order, export control and any shortage and/or cessation of transport facilities or of the supply of electricity;

2.1.8 “Harmony” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.1.9 “Independent Auditors” means such independent auditors as may be agreed between the Parties, or failing agreement within 10 (ten) business days from the date of a request by either Party for such agreement, appointed by the Executive President for the time being of the South African Institute of Chartered Accountants from one of the 4 (four) largest (based on number of partners) independent firms of auditors in South Africa at the time;

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2.1.10 “Initial Period” means the period commencing on the Closing Date and terminating on the 1^st (first) anniversary of the Closing Date;

2.1.11 “Kusasalethu Mine” means the mine operated by Randfontein for the exploration, prospecting for, mining for, recovery, treatment and commercial production of gold and related products, situated on the Gauteng / North West border;

2.1.12 “Month” means a “cost month”, determined from time to time by Evander;

2.1.13 “Pan African” means Pan African Resources PLC, registration number 3937466, a limited liability public company duly incorporated and registered in England and Wales;

2.1.14 “Parties” means the parties to this Agreement;

2.1.15 “Prime Rate” means the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365 (three hundred and sixty five) day year irrespective of whether or not the year is a leap year, from time to time published by Absa Bank Limited as being its prime overdraft rate, as certified by any representative of that bank whose appointment and designation it will not be necessary to prove;

2.1.16 “Randftonein” means Randfontein Estates Limited, registration number 1889/000251/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.1.17 “Representatives” means any employees, representatives, officers, directors, consultants, agents, contractors and sub-contractors of Evander and, in the case of such contractors and sub-contractors, their employees, representatives, directors, officers, consultants, agents, contractors and sub-contractors;

2.1.18 “Sale of Shares and Claims Agreement” means the sale of shares and claims agreement to be concluded between Harmony, Evander, Pan African and Emerald Panther Investments 91 Proprietary Limited (“Emerald”), in terms of which Emerald purchases (i) the entire issued share capital of Evander and (ii) all amounts owing by Evander to Harmony on the Closing Date by way of loan account, from Harmony;

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2.1.19 “Sale Shares” shall bear the meaning ascribed thereto in the Sale of Shares and Claims Agreement;

2.1.20 “Service Fee” means the service fee determined in accordance with clause 7;

2.1.21 “Service” means the elution and associated service to be rendered by Evander to Randfontein in respect of the Kusasalethu Mine, as rendered by Evander to Randfontein as at 30 January 2012, including but not limited to security services;

2.1.22 “Signature Date” means the date of signature of this Agreement by the Party last signing;

2.1.23 “VAT” means value-added tax as levied from time to time in terms of the VAT Act; and

2.1.24 “VAT Act” means the Value-Added Tax Act, 1991.

2.2 In this Agreement –

2.2.1 clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

2.2.2 an expression which denotes –

2.2.2.1 any gender includes the other genders;

2.2.2.2 a natural person includes a juristic person and vice versa;

2.2.2.3 the singular includes the plural and vice versa;

2.2.2.4 a Party includes a reference to that Party’s successors in title and assigns allowed at law; and

2.2.2.5 a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last mentioned clauses.

2.3 Any reference in this Agreement to –

2.3.1 “business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;

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2.3.2 “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;

2.3.3 “laws” means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Governmental Body; and the common law, and “law” shall have a similar meaning; and

2.3.4 “person” means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality.

2.4 The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

2.5 Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 2 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.

2.6 Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

2.7 Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

2.8 A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

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2.9 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

2.10 If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the next succeeding business day.

2.11 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

2.12 The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

2.13 No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.

2.14 The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if either of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

2.15 Whenever any person is required to act “as an expert and not as an arbitrator” in terms of this Agreement, then –

2.15.1 the determination of the expert shall (in the absence of manifest error) be final and binding;

2.15.2 subject to any express provision to the contrary, the expert shall determine the liability for his or its charges, which shall be paid accordingly;

2.15.3 the expert shall be entitled to determine such methods and processes as he or it may, in his or its sole discretion, deem appropriate in the circumstances provided that the expert may not adopt any process which is manifestly biased, unfair or unreasonable;

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2.15.4 the expert shall consult with the relevant Parties (provided that the extent of the expert’s consultation shall be in his or its sole discretion) prior to rendering a determination; and

2.15.5 having regard to the sensitivity of any confidential information, the expert shall be entitled to take advice from any person considered by him or it to have expert knowledge with reference to the matter in question.

2.16 Any reference in this Agreement to “this Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.

2.17 This Agreement incorporates the annexures which annexures shall have the same force and effect as if set out in the body of this Agreement. In this Agreement the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Agreement.

3 INTRODUCTION

3.1 As at the Signature Date, Evander provides the Service to Randfontein in respect of the Kusasalethu Mine.

3.2 Evander shall continue to provide the Service to Randfontein in respect of the Kusasalethu Mine on the terms and subject to the conditions contained in this Agreement.

3.3 Randfontein wishes to appoint Evander and Evander wishes to accept such appointment to perform and render, or cause to be performed and rendered, the Service upon the terms and subject to the conditions contained in this Agreement.

3.4 The Parties wish to record in writing their agreement in respect of the above and matters ancillary thereto.

4 NATURE AND DURATION OF AGREEMENT

4.1 This Agreement shall commence on the Closing Date and shall endure until expiry of the Initial Period, subject to the right of Randfontein to elect to extend the duration of this Agreement for an additional 6 (six) months (“Renewal Period”), which election shall be exercised in writing by Randfontein by not later

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than 6 (six) months prior to the expiry of the Initial Period.

4.2 The Parties acknowledge and agree that notwithstanding anything to the contrary contained in this Agreement, Randfontein shall be entitled to terminate this Agreement on 3 (three) months’ written notice to Evander, provided that Randfontein shall not be entitled to terminate this Agreement in terms of this clause 4.2 during the First Period.

4.3 This Agreement shall endure in accordance with the provisions of clauses 4.1 and 4.2, unless terminated in accordance with the provisions of clause 17.

5 APPOINTMENT

5.1 Randfontein hereby appoints Evander to perform and render, or cause to be performed and rendered, the Service with effect from the Closing Date, which appointment Evander hereby accepts with effect from the Closing Date, upon the terms and subject to the conditions contained in this Agreement.

5.2 The Service shall be rendered using the same degree of skill, care, diligence, efficiency, prudence and foresight and subject to the same internal procedures, standards, time frames and policies as are generally applied by Evander, from time to time in rendering the same or similar services to its business units, provided that in rendering the Service, Evander shall be obliged to act at all times in a manner which is not grossly negligent in the circumstances. Evander shall render the Service in compliance with all applicable laws and regulations.

6 OBLIGATIONS OF RANDFONTEIN

6.1 At Randfontein’s cost and expense and if required by Evander in order to enable Evander to perform and render the Service, Randfontein shall timeously, but in any event by not later than 5 (five) business days after receipt of written request from Evander –

6.1.1 provide all relevant information and data to Evander;

6.1.2 make available to, and allow Evander and its Representatives access, at all reasonable times, to –

6.1.2.1 all relevant databases, records and electronic systems; and

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6.1.2.2 suitably qualified representatives of Randfontein as may be necessary to enable Evander to provide the Service.

6.2 Randfontein shall use reasonable endeavours to ensure that the information and data referred to in clause 6.1.1 and the databases, records and electronic systems referred to in clause 6.1.2.1 shall be accurate and correct in all material respects and that use thereof by Evander for purposes of performing and rendering the Service in accordance with the provisions of this Agreement shall, to the extent necessary, be authorised (by all relevant authorities and other persons from whom such authorisation shall be required in terms of any applicable law and/or agreement such that use by Evander does not infringe any third party rights) in terms of all relevant procedures.

7 SERVICE FEE

Evander shall continue to provide Randfontein with the Service for the duration of the Initial Period and to the extent applicable, the Renewal Period, on the same basis as it provides those services to Randfontein as at the Signature Date, at the cost thereof to Evander, in providng the Service, plus 5% (five percent), provided that Evander shall not be obliged to –

7.1 provide any credit whatsoever to Randfontein;

7.2 pay any amount to any third party on behalf of Randfontein; or

7.3 pay any amount to the employees of Randfontein on behalf of Randfontein.

8 PAYMENT OF THE SERVICE FEE

8.1 Randfontein shall pay to Evander the Service Fee in respect of the Service in accordance with this clause 8.

8.2 Evander shall present to Randfontein a VAT invoice within 10 (ten) business days of the end of each Month, reflecting the Service Fee payable by Evander during that Month. The Service Fee shall be paid by Randfontein to Evander within 10 (ten) business days of receipt by Randfontein of the aforesaid VAT invoice, by electronic transfer of immediately available and freely transferable funds to Evander’s Designated Account.

8.3 Each of the Parties shall be responsible for and shall pay all taxes and levies levied against it in connection with the provisions of this Agreement.

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8.4 Should Randfontein fail to make any payment under or arising from this Agreement on the due date thereof then, without prejudice to such other rights as may accrue to Evander consequent upon such failure, such overdue amount will bear interest at 200 (two hundred) basis points above the Prime Rate, from the due date for payment to the date of actual payment, both dates inclusive.

8.5 Should there be any dispute between the Parties as to the calculation of the Service Fee, such dispute shall first be submitted to the Chief Executive Officers of Evander and Randfontein for resolution. Should the Chief Executive Officers of Evander and Randfontein be unable to resolve the dispute within 10 (ten) business days after the dispute was referred to them, such dispute will be referred to the Independent Auditors for determination, who shall act as experts and not as arbitrators. The Parties agree that the payment of any amount in dispute between the Parties shall be payable, to the extent that it is determined to be payable, following the resolution of the dispute in terms of this clause 8.5. All amounts which are not the subject matter of any dispute between the Parties shall be payable in accordance with the provisions of clauses 8.1 to 8.4.

9 LIMITATION OF LIABILITY

9.1 Notwithstanding any provision to the contrary contained in this Agreement, no liability shall attach to Evander or its Representatives for any actual or contingent losses, claims, liabilities, damages, costs or expenses of any nature whatsoever which Randfontein or any other person may suffer or incur as a result of or in connection with the performance or rendering of the Service (including any act or omission) by Evander or its Representatives in terms of this Agreement, except by reason of, and to the extent of any gross negligence, wilful misconduct and/or fraud by Evander or its Representatives, as the case may be, provided that any liability arising from –

9.1.1 gross negligence or wilful misconduct shall be limited to the aggregate amount paid by Randfontein in relation to the Service, divided by the number of months in respect of which the fee has been paid multiplied by 12 (twelve); and

9.1.2 fraud shall be limited to direct damages suffered by Randfontein.

9.2 Notwithstanding any other provision of this Agreement, in no event will Evander be liable to Randfontein or any third party for any loss of profit or any other indirect, special or consequential loss (including loss of revenue, income or

10

profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof).

9.3 The Parties acknowledge and agree that the limitation of liability contemplated in clauses 9.1 and 9.2 shall not limit Randfontein from claiming specific performance of Evander’s obligations under this Agreement.

10 INDEMNITY

10.1 Without prejudice to any of the rights of Evander or any of its Representatives (“Indemnified Parties”) at law or in terms of any other provision of this Agreement, Randfontein hereby gives the Indemnified Parties an indemnity against and shall hold each of the Indemnified Parties harmless against all actual and contingent losses, claims, liabilities, damages, costs (including, without limitation, legal costs on the scale as between attorney and own client and any additional legal costs) and expenses of any nature whatsoever (but excluding for any loss of profit or any other indirect, special or consequential loss (including loss of revenue, income or profits, diminution of value or loss of business reputation or opportunity relating to a breach or alleged breach hereof) which any of the Indemnified Parties may suffer or incur as a result of or in connection with the performance or rendering of the Service (including any act or omission) by the Indemnified Parties in terms of this Agreement (“Indemnified Loss”), except by reason of, and to the extent of the Indemnified Parties’ gross negligence and/or wilful misconduct or fraud.

10.2 Evander shall not admit any liability in respect of any claim which may be made in respect of any Indemnified Loss. Evander will notify Randfontein of any claim which may be made against the Indemnified Parties as expeditiously as possible after Evander becomes aware thereof. Randfontein will be entitled to contest the claim concerned in the name of the Indemnified Party, at its own cost, and will be entitled to control the proceedings in regard thereto, provided that –

10.2.1 the actions of Randfontein shall be subject to such conditions and restrictions as Evander may reasonably stipulate if Randfontein’s actions in relation to the Indemnified Loss could have implications outside of the actual liability concerned for Evander;

10.2.2 Randfontein delivers to Evander a written indemnity on terms reasonably acceptable to Evander, indemnifying the Indemnified Party against all charges and all legal costs (not limited by any scale) which may be incurred or

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awarded as a consequence of such steps. Evander will be entitled to require Randfontein to give reasonable security against such costs; and

10.2.3 Evander will –

10.2.3.1 render reasonable assistance to Randfontein (at the expense of Randfontein) in regard to the steps taken by Randfontein; and

10.2.3.2 make all relevant books and records available to Randfontein.

10.3 Randfontein shall be obliged to pay the relevant Indemnified Party the amount of any Indemnified Loss suffered or incurred by the Indemnified Party as soon as the Indemnified Party is obliged to pay the amount thereof (in the case of any Indemnified Loss which involves a payment by them) or as soon as the Indemnified Party suffers the Indemnified Loss (in the case of an Indemnified Loss which does not involve a payment by them). If any Indemnified Party makes any payment in respect of the Indemnified Loss, Evander shall provide Randfontein with proof of such payment.

10.4 Any claim by a Party (“Claiming Party”) against the other Party (“Paying Party”) based on a breach of a representation, undertaking or warranty contained in this Agreement, or in respect of any other matter against which a Paying Party has undertaken to indemnify the Claiming Party, shall be reduced by an amount equal to any tax benefit received by the Claiming Party as a result thereof, based on the nominal tax rate applicable at the time (“Tax Benefit”). A Claiming Party is assumed to be entitled to such Tax Benefit unless it proves otherwise, before the date on which the payment of the claim must be made by the Paying Party.

10.5 If any payment of a claim in terms of this Agreement gives rise to a liability of the Claiming Party to pay VAT, the Paying Party hereby undertakes to pay the Claiming Party the amount of such VAT.

11 REPORTING

11.1 Representatives designated by each of the Parties in writing (“Designated Representatives”), will meet on a monthly basis, or more frequently at their discretion, to ensure that the Service is being performed in accordance with the scope of the Service.

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11.2 The Designated Representatives will address any performance related issues, the maintenance of quality standards or personnel disputes which may arise in relation to the delivery of the Service.

11.3 If any dispute arises between the Parties in relation to the performance of the Service, the Designated Representatives will have the authority to resolve any dispute as soon as is practicable.

11.4 If the Designated Representatives are unable to resolve the dispute within a reasonable period of time, the issue will be escalated and determined in accordance with the provisions of clause 18.

12 FORCE MAJEURE

12.1 Should either Party (“Affected Party”) be prevented from fulfilling any of its obligations (excluding the obligation to pay any amount due to be paid in terms of this Agreement) in terms of this Agreement as a result of an Event of Force Majeure, then –

12.1.1 those obligations shall be deemed to have been suspended to the extent that, and for so long as, the Affected Party shall so be prevented from fulfilling them and the corresponding obligations of the other Party (“Unaffected Party”) shall be suspended to the corresponding extent;

12.1.2 the Affected Party shall promptly notify the Unaffected Party in writing of such Event of Force Majeure, and such notice shall include an estimation of the approximate period for which the suspension in terms of clause 12.1.1 will endure. Such estimate shall not be binding on the Affected Party; and

12.1.3 the duration of any period in which the Service shall have been agreed to be performed, as well as each period within which, and each date by which, any obligation shall be required to be performed in terms of this Agreement, shall be extended or postponed, as the case may be, by the period of suspension in terms of clause 12.1.1.

12.2 In the event that the Affected Party shall –

12.2.1 partially or completely cease to be prevented from fulfilling its obligations (excluding the obligation to pay any amount due to be paid in terms of this Agreement) by the Event of Force Majeure, the Affected Party shall immediately give written notice to the Unaffected Party of such cessation, and

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the Affected Party shall, as soon as possible, fulfil its obligations which shall previously have been suspended, provided that, in the event, and to the extent that, fulfilment shall no longer be possible or the Unaffected Party shall have given written notice that it no longer requires such fulfilment, the Affected Party shall not be obliged to fulfil its suspended obligations, and the Unaffected Party shall not be obliged to fulfil its corresponding obligations; or

12.2.2 be unable to perform any of its obligations (excluding the obligation to pay any amount due to be paid in terms of this Agreement) in terms of this Agreement for a period of more than 20 (twenty) business days as a result of any Event of Force Majeure, the Unaffected Party shall be entitled to cancel this Agreement by giving 10 (ten) business days’ written notice to that effect to the Affected Party, provided that, if Evander shall be able to provide some or part of the Service in terms of this Agreement, Randfontein shall not be entitled to cancel this Agreement, and the Parties undertake to amend the scope of the Service to be provided by Evander in terms of this Agreement accordingly. Further, Randfontein shall be entitled to procure the Service from any third party.

12.3 Subject to clause 12.2.2, in the event that Evander, as the Affected Party, shall be unable to perform in terms of this Agreement at any time as a result of an Event of Force Majeure, Randfontein, as the Unaffected Party, shall be entitled to procure the relevant Service from any third party for as long as the Affected Party shall be unable to perform such Service.

13 GENERAL WARRANTIES

13.1 Each of the Parties hereby warrants to and in favour of the other that –

13.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

13.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;

13.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not –

13.1.3.1 contravene any law or regulation to which that Party is subject;

13.1.3.2 contravene any provision of that Party’s constitutional documents; or

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13.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and

13.1.4 to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;

13.1.5 it is entering into this Agreement as principal (and not as agent or in any other capacity);

13.1.6 the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so;

13.1.7 no other party is acting as a fiduciary for it; and

13.1.8 it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement.

13.2 Each of the representations and warranties given by the Parties in terms of clause 13.1 shall –

13.2.1 be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement;

13.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and

13.2.3 prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.

14 CONFIDENTIALITY

14.1 The Parties undertake that during the operation of, and after the expiration, termination or cancellation of, this Agreement for any reason, they will keep confidential –

14.1.1 any Confidential Information which a Party (“Disclosing Party”) communicates to the other Party (“Recipient”) in writing, visual or machine readable form (including by fax and other forms of electronic transmission) or orally and which is stated to be or by its nature is intended to be confidential; and

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14.1.2 all other information of the same confidential nature concerning the business of a Disclosing Party which comes to the knowledge of the Recipient whilst it is engaged in negotiating the terms of this Agreement or after its conclusion.

14.2 If a Recipient is uncertain about whether any information is to be treated as confidential in terms of this clause 14 it shall be obliged to treat it as such until written clearance is obtained from the Disclosing Party.

14.3 Each Party undertakes, subject to clause 14.4, not to disclose any information which is to be kept confidential in terms of this clause 14, nor to use such information for its own or anyone else’s benefit.

14.4 Notwithstanding the provisions of clause 14.3, a Recipient shall be entitled to disclose any information to be kept confidential if and to the extent only that the disclosure is bona fide and necessary for the purposes of carrying out its duties in terms of this Agreement.

14.5 The obligation of confidentiality placed on the Parties in terms of this clause 14 shall cease to apply to a Recipient in respect of any information which –

14.5.1 is or becomes generally available to the public other than by the negligence or default of the Recipient or by the breach of this Agreement by the Recipient;

14.5.2 the Disclosing Party confirms in writing is disclosed on a non-confidential basis;

14.5.3 has lawfully become known by or come into the possession of the Recipient on a non-confidential basis from a source other than the Disclosing Party having the legal right to disclose same, provided that such knowledge or possession is evidenced by the written records of the Recipient existing at the Signature Date; or

14.5.4 is disclosed pursuant to a requirement or request by operation of law, regulation or court order, to the extent of compliance with such requirement or request only and not for any other purpose,

provided that –

14.5.5 the onus shall at all times rest on the Recipient to establish that information falls within the exclusions set out in clauses 14.5.1 to 14.5.4;

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14.5.6 information will not be deemed to be within the foregoing exclusions merely because such information is embraced by more general information in the public domain or in the Recipient’s possession; and

14.5.7 any combination of features will not be deemed to be within the foregoing exclusions merely because individual features are in the public domain or in the Recipient’s possession, but only if the combination itself and its principle of operation are in the public domain or in the Recipient’s possession.

14.6 In the event that the Recipient is required to disclose confidential information of the Disclosing Party as contemplated in clause 14.5.4, the Recipient will –

14.6.1 advise the Disclosing Party thereof in writing prior to disclosure, if possible;

14.6.2 take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;

14.6.3 afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings;

14.6.4 comply with the Disclosing Party’s reasonable requests as to the manner and terms of any such disclosure; and

14.6.5 notify the Disclosing Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.

15 PUBLICITY

15.1 Subject to clause 15.3, each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules of any recognised securities exchange, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement and any and all information given by a Party to the other Party pursuant to this Agreement.

15.2 No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Party, save for any announcement or other statement required to be made in terms of the provisions of any law or by the rules of any recognised securities exchange, in which event the Party obliged to make such statement will first consult with the other Party in order to enable the Parties in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no

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further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to the other Party which has made an announcement of some nature in breach of this clause 15.

15.3 This clause 15 shall not apply to any disclosure made by a Party to its professional advisors or consultants, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.

16 SUPPORT

The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.

17 BREACH AND TERMINATION

17.1 If a Party –

17.1.1 takes steps to place itself, or is placed, in liquidation, whether voluntarily or compulsorily, or in judicial management, in either case whether provisionally or finally;

17.1.2 takes steps to de-register itself or is de-registered;

17.1.3 commits a material breach of any provision of this Agreement and fails to remedy the breach within 10 (ten) business days after it receives written notice to do so, provided that –

17.1.3.1 if the breach can reasonably be remedied within a shorter period, the Party giving the notice may specify that shorter period in the notice and the Party in default shall remedy the breach within that period; or

17.1.3.2 if the breach cannot reasonably be remedied within such 10 (ten) business day period, the Party in default shall be entitled to an extension, not exceeding a further 10 (ten) business days, to remedy the breach, on condition that the Party in default provides evidence to the reasonable satisfaction of the other Party within such 10 (ten) business day period that effective steps to remedy the breach have been initiated and continues to

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provide such evidence on an ongoing basis that the steps are being expeditiously pursued;

the Party shall be in default.

17.2 If a Party is in default (“Defaulting Party”), the other Party (“the Aggrieved Party”) shall be entitled, at its option without prejudice to any other right that it may have under this Agreement or at law –

17.2.1 to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the Aggrieved Party for the Defaulting Party’s obligations; or

17.2.2 to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if –

17.2.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or

17.2.2.2 it is incapable of being remedied or is not remedied within the Notice Period, and payment in money will compensate for such breach but such payment is not made within the Notice Period.

17.3 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

17.4 The Aggrieved Party’s remedies in terms of this clause 17 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

18 DISPUTE RESOLUTION

18.1 In the event of there being any dispute or difference between the Parties arising out of this Agreement, the said dispute or difference shall on written demand by either Party be submitted to arbitration in Johannesburg in accordance with the

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AFSA rules, which arbitration shall be administered by AFSA.

18.2 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the Parties or failing agreement within 10 (ten) business days of the demand for arbitration, then either Party shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the Parties failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the Parties.

18.3 Either Party may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

18.4 Nothing herein contained shall be deemed to prevent or prohibit a Party from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

18.5 Any arbitration in terms of this clause 18 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

18.6 This clause 18 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

18.7 The Parties agree that the written demand by a Party in terms of clause 18.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

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19 NOTICES AND DOMICILIA

19.1 The Parties select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the following telefax numbers –

Name	Physical Address	Telefax
Randfontein	Block 18	+27 (0) 86 628 2332
	Randfontein Office Park
	Cnr Main Reef Road and
	Ward Avenue
	Randfontein
Marked for the attention of: The Chief Executive Officer
Name	Physical Address	Telefax
Evander	Block 18	+27 (0) 86 628 2332
	Randfontein Office Park
	Cnr Main Reef Road and
	Ward Avenue
	Randfontein
	with a copy to:
	First Floor, Office 101 The Firs Cnr Cradock and Bierman Avenue Rosebank	+27 (0) 86 266 4266
Marked for the attention of: The General Manager

provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address or telefax number by written notice to the other Party to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change.

19.2 All notices to be given in terms of this Agreement will be given in writing and will –

19.2.1 be delivered by hand or sent by telefax, and not by way of email;

19.2.2 if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day; and

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19.2.3 if sent by telefax during business hours, be presumed to have been received on the date of successful transmission of the telefax. Any telefax sent after business hours or on a day which is not a business day will be presumed to have been received on the following business day.

19.3 Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 19.

20 BENEFIT OF THE AGREEMENT

This Agreement will also be for the benefit of and be binding upon the successors in title and permitted assigns of the Parties or either of them.

21 APPLICABLE LAW AND JURISDICTION

21.1 This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.

21.2 Subject to clause 18, the Parties hereby consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg in any dispute arising from or in connection with this Agreement.

22 NEW LAWS AND INABILITY TO PERFORM

22.1 If any law comes into operation subsequent to the signature of this Agreement which law affects any aspect or matter or issue contained in this Agreement, the Parties undertake to enter into negotiations in good faith regarding a variation of this Agreement in order to ensure that neither this Agreement nor its implementation constitutes a contravention of such law.

22.2 If either Party is prevented from performing any of its obligations in terms of this Agreement as a result of any existing or new law or as a result of any event beyond its reasonable control whether or not foreseeable, including general power failures, breakdown of telecommunication networks or computers, political intervention, imposition of sanctions, riot or insurrection, it shall not be liable for any failure to perform its obligations under this Agreement while such event persists and shall have the right (unless such event has or is likely to persist for a period not exceeding 30 (thirty) days) to terminate this Agreement at any time after the intervention of or becoming aware of such event.

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22.3 If this Agreement is terminated by either Party in accordance with the provisions of this clause 22 neither Party shall have any claim or obligation in respect of any loss suffered or damages incurred as a result of such cancellation.

23 GENERAL

23.1 Whole Agreement

23.1.1 This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either of the Parties.

23.1.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof.

23.2 Variations to be in Writing

No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

23.3 No Indulgences

No latitude, extension of time or other indulgence which may be given or allowed by any Party to the other Party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement and no single or partial exercise of any right by any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party’s rights in terms of or arising from this Agreement or estop or preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any

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other right, power or privilege.

23.4 No Waiver or Suspension of Rights

No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.

23.5 Provisions Severable

All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

23.6 Continuing Effectiveness of Certain Provisions

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

23.7 No Assignment

Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by either Party without the prior signed written consent of the other Party, save as otherwise provided herein.

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23.8 Exclusion of Electronic Signature

The reference in clauses 23.2, 23.4 and 23.7 to writing signed by a Party shall, notwithstanding anything to the contrary in this Agreement, be read and construed as excluding any form of electronic signature.

24 COSTS

Except as otherwise specifically provided herein, each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Agreement.

25 SIGNATURE

25.1 This Agreement is signed by the Parties on the dates and at the places indicated below.

25.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

25.3 The persons signing this Agreement in a representative capacity warrant their authority to do so.

25.4 The Parties record that it is not required for this Agreement to be valid and enforceable that a Party shall initial the pages of this Agreement and/or have its signature of this Agreement verified by a witness.

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SIGNED at Sandton on 30 May 2012

For and on behalf of

RANDFONTEIN ESTATES LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

SIGNED at Sandton on 30 May 2012

For and on behalf of

EVANDER GOLD MINES LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

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EX-4.26

Exhibit 4.26

SALE OF BUSINESS AGREEMENT

between

HARMONY GOLD MINING COMPANY LIMITED

and

EVANDER GOLD MINES LIMITED

TABLE OF CONTENTS

1	PARTIES	1
2	INTERPRETATION	1
3	INTRODUCTION	5
4	PURCHASE AND SALE	6
5	PURCHASE CONSIDERATION AND PAYMENT	6
6	VALUE-ADDED TAX	6
7	CLOSING	7
8	BUSINESS LIABILITIES	8
9	TRANSFERRING EMPLOYEES	8
10	GENERAL WARRANTIES	12
11	WARRANTIES OR REPRESENTATIONS BY THE SELLER	13
12	PUBLICITY	13
13	SUPPORT	13
14	BREACH	14
15	TERMINATION	15
16	DISPUTE RESOLUTION	15
17	NOTICES AND DOMICILIA	16
18	BENEFIT OF THE AGREEMENT	17
19	APPLICABLE LAW AND JURISDICTION	17
20	WHOLE AGREEMENT	17
21	VARIATIONS TO BE IN WRITING	18
22	NO INDULGENCES	18
23	NO WAIVER OR SUSPENSION OF RIGHTS	18
24	PROVISIONS SEVERABLE	18
25	CONTINUING EFFECTIVENESS OF CERTAIN PROVISIONS	19
26	NO ASSIGNMENT	19
27	COSTS	19
28	SIGNATURE	19

1 PARTIES

1.1 The parties to this Agreement are –

1.1.1 Harmony Gold Mining Company Limited; and

1.1.2 Evander Gold Mines Limited.

1.2 The Parties agree as set out below.

2 INTERPRETATION

2.1 In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

2.1.1 “AFSA” means the Arbitration Foundation of Southern Africa;

2.1.2 “Agreement” means the sale of business agreement as set out in this document, including all annexures hereto;

2.1.3 “Business” means the Seller’s business of procuring for or providing for reward its employees to the Purchaser;

2.1.4 “Business Liabilities” means the Seller’s liabilities to the Transferring Employees as provided for in clauses 9.2.1, 9.2.2 and 9.2.3;

2.1.5 “Closing Date” means the “Closing Date” as defined in the Sale of Shares and Claims Agreement;

2.1.6 “Harmony ESOP” means the Seller’s broad-based employee share ownership plan approved by its shareholders at its Annual General Meeting held on 1 December 2010, as amended by its shareholders on 30 November 2011;

2.1.7 “Labour Relations Act” means the Labour Relations Act 66 of 1995;

2.1.8 “Pan African” means Pan African Resources PLC, registration number 3937466, a limited liability public company duly incorporated and registered in England and Wales;

2.1.9 “Parties” means the parties listed in clause 1.1, and “Party” shall be a reference to either one of them as the context requires;

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2.1.10 “Profit Share Scheme” means the scheme referred to as the “Harmony Profit Share Scheme”, which forms part of the Agreement entered into on 2 August 2011 between the Chamber of Mines and certain representative trade unions regarding the review of wages and other conditions of employment of certain gold mining companies for the period commencing on 1 July 2011 and terminating on 30 June 2013;

2.1.11 “Purchase Consideration” means the Purchase Consideration payable by the Purchaser to the Seller as consideration for the sale of the Business, being R1.00 (one rand), inclusive of VAT, at the rate of 0% (zero percent);

2.1.12 “Purchaser” means Evander Gold Mines Limited, registration number 1963/006226/06, a limited liability public company duly incorporated in accordance with the laws of South Africa;

2.1.13 “Rands” or “R” means the official currency of South Africa;

2.1.14 “Sale” means the sale of the Business by the Seller to the Purchaser in terms of this Agreement;

2.1.15 “Sale Agreement Purchaser” means Emerald Panther Investments 91 Proprietary Limited, registration number 2012/050034/07, a private company duly incorporated in South Africa;

2.1.16 “Sale of Shares and Claims Agreement” means the sale of shares and claims agreement concluded or to be concluded between the Purchaser, the Seller, Pan African and the Sale Agreement Purchaser, in terms of which the Sale Agreement Purchaser purchases (i) the entire issued share capital of the Purchaser and (ii) all amounts owing by the Purchaser to the Seller on the Closing Date by way of loan account, from the Seller;

2.1.17 “Seller” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, a private company duly incorporated in accordance with the laws of South Africa;

2.1.18 “Signature Date” means the date of signature of this Agreement by the last Party to sign it;

2.1.19 “Share Rights” means options, share appreciation rights, performance share rights and any other rights, but specifically excludes rights under the Harmony ESOP;

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2.1.20 “South Africa” means the Republic of South Africa;

2.1.21 “Transferring Employees” means all of the employees employed by the Seller and who render services to, or perform work for the Purchaser as at the Closing Date;

2.1.22 “VAT” means value-added tax levied in terms of the VAT Act; and

2.1.23 “VAT Act” means the Value-Added Tax Act, 89 of 1991.

2.2 In this Agreement –

2.2.1 clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

2.2.2 an expression which denotes –

2.2.2.1 any gender includes the other genders;

2.2.2.2 a natural person includes a juristic person and vice versa;

2.2.2.3 the singular includes the plural and vice versa;

2.2.2.4 a Party includes a reference to that Party’s successors in title and assigns allowed at law; and

2.2.2.5 a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last mentioned clauses.

2.3 Any reference in this Agreement to –

2.3.1 “business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;

2.3.2 “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;

2.3.3 “laws” means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, or awards;

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policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Governmental Body; and the common law, and “law” shall have a similar meaning and

2.3.4 “person” means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality.

2.4 The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

2.5 Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 2 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.

2.6 Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

2.7 Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

2.8 A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

2.9 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

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2.10 If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the next succeeding business day.

2.11 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

2.12 The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

2.13 No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.

2.14 The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if either of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

2.15 Any reference in this Agreement to “this Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.

2.16 In this Agreement the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Agreement.

3 INTRODUCTION

3.1 The Seller undertakes the Business as a going concern and wishes to sell the Business to the Purchaser, and the Purchaser in turn wishes to purchase the Business, as a going concern, on the terms and subject to the conditions of this Agreement.

3.2 The Parties wish to record their agreement, in writing, on the terms and conditions set out herein.

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4 PURCHASE AND SALE

4.1 On and with effect from the Closing Date, the Seller hereby sells the Business to the Purchaser, which hereby purchases the Business, on the terms and subject to the conditions set out in this Agreement.

4.2 Notwithstanding the Signature Date, ownership of, and all of the risk in and benefits attaching to, the Business shall pass to the Purchaser on and with effect from the Closing Date.

5 PURCHASE CONSIDERATION AND PAYMENT

5.1 The Purchaser shall pay the Purchase Consideration to the Seller on the Closing Date in cash.

5.2 The payment of the Purchase Consideration in terms of clause 5.1 by the Purchaser shall constitute a valid and proper discharge by the Purchaser of its obligations to the Seller to pay the Purchase Consideration in terms of clause 5.1.

6 VALUE-ADDED TAX

6.1 The Parties have agreed that –

6.1.1 the Sale is the sale of an enterprise which is capable of separate operation;

6.1.2 such enterprise is sold as a going concern;

6.1.3 at the Signature Date and the Closing Date, such enterprise is and will be an income earning activity and will be transferred as such;

6.1.4 all the assets of such enterprise necessary for its continued operation are being sold in terms hereof; and

6.1.5 the Purchase Consideration is inclusive of VAT at the rate of 0% (zero percent).

6.2 Each of the Seller and the Purchaser warrants that it is, registered as a vendor in terms of the VAT Act.

6.3 The Seller will, if so requested by the Purchaser, furnish to the Purchaser the appropriate tax invoice (on a zero rated basis) by not later than the Closing Date.

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6.4 Should for any reason VAT be payable by the Seller at the standard rate in respect of the disposal of the Business, then the Purchase Consideration in respect thereof shall be deemed to be exclusive of VAT and the Purchaser shall be obliged, on written demand from the Seller, to pay, in addition to such Purchase Consideration, the amount of such VAT to the Seller 2 (two) business days prior to the date upon which the Seller is required to pay such VAT to the South African Revenue Service, against delivery by the Seller to the Purchaser of an appropriate tax invoice.

7 CLOSING

On the Closing Date, the Seller will –

7.1 give possession of the Business to the Purchaser and place the Purchaser in control of the Business; and

7.2 deliver to the Purchaser –

7.2.1 a list of the Transferring Employees;

7.2.2 the details relating to each Transferring Employee, being his or her position, the existence or otherwise of a written employment agreement in respect of that Transferring Employee, the date on which his or her employment commenced and the length of the continuity of his or her employment, the notice period applicable to the termination of his or her employment and the total remuneration package (including all financial benefits enjoyed by such Transferring Employee) on a “cost to company” basis; and

7.2.3 to the extent to which they exist, all books, records and other relevant documents pertaining solely to the Business, provided that –

7.2.3.1 insofar as the Seller is obliged in law to retain any such book, record or document, it shall deliver a photocopy thereof to the Purchaser; and

7.2.3.2 if the Seller requires, at any time after the Closing Date, to make copies of or inspect any such book, record or document relating to any period prior to the Closing Date, in terms of or in order to comply with any law or other legal obligation, it shall be entitled to do so during normal business hours upon reasonable notice to the Purchaser.

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8 BUSINESS LIABILITIES

8.1 Against compliance by the Purchaser with its obligation under clause 5.1 –

8.1.1 the Seller hereby delegates the Business Liabilities to the Purchaser with effect from the Closing Date; and

8.1.2 the Purchaser hereby accepts such delegation and assumes the Business Liabilities with effect from the Closing Date.

8.2 The Purchaser undertakes to discharge such Business Liabilities as and when they fall due.

8.3 The Purchaser hereby indemnifies and holds the Seller harmless against all claims, damage, loss and/or expense which may be made against and/or suffered by the Seller in connection with and/or arising from the Business Liabilities or in respect of the Purchaser’s failure to discharge the Business Liabilities timeously.

9 TRANSFERRING EMPLOYEES

9.1 The Parties agree that with effect from the Closing Date, section 197(2) of the Labour Relations Act shall be applicable in relation to the Transferring Employees and that accordingly –

9.1.1 the Purchaser is automatically substituted as the “New Employer” in the place of the Seller as the “Old Employer” in respect of all contracts of employment in existence as at the Closing Date, between the Seller and the Transferring Employees;

9.1.2 all the rights and obligations between the Seller and the Transferring Employees as at the Closing Date shall continue in force as if they had been rights and obligations between the Purchaser and the Transferring Employees; and

9.1.3 anything done before the Closing Date by or in relation to the Seller, including the dismissal of any Transferring Employee or the commission of an unfair labour practice or act of unfair discrimination, is not considered to have been done by or in relation to the Purchaser and –

9.1.3.1 the Seller hereby indemnifies the Purchaser against, and undertakes to reimburse the Purchaser in respect of, any lawful claim and taxed legal

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costs paid to any Transferring Employee by the Purchaser (including any legal costs incurred by the Purchaser in defending any such claim) relating to any term or condition of employment (other than relating to severance pay liability), the dismissal of an Transferring Employee, the commission of an unfair labour practice or an act of unfair dismissal, but only in respect of claims, the cause of action of which arose prior to the Closing Date, following a determination in favour of the Transferring Employee in question by a competent court or tribunal or otherwise in accordance with a settlement agreement approved by the Seller; provided that the Seller shall by way of adequate notice have been given the opportunity, by the Purchaser, of participating, in its discretion, personally in the defence or settlement of the claim and shall then have failed to comply with the payment terms of any settlement or order of damages awarded by the court of competent jurisdiction, including any award of such legal costs;

9.1.3.2 where the Seller participates in the defence or settlement of the claim it shall do so actively and diligently and –

9.1.3.2.1 afford the Purchaser a reasonable opportunity to be present at and to participate in all discussions and meetings which are held by the Seller or by any counsel, attorney or third party (acting on behalf of the Seller) in connection with such defence;

9.1.3.2.2 without unreasonable delay, and from time to time, provide the Purchaser with the same information which the Seller has in its possession or under its control, the intention being that the Purchaser should be as well informed, at all times, as the Seller is informed; and

9.1.3.2.3 permit the Purchaser to express its views and opinions from time to time in regard to the defence of the claim;

9.1.3.2.4 for so long as the Seller is conducting the defence of the claim in accordance with the provisions of this clause 9.1.3 –

9.1.3.2.4.1 the Purchaser will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of the Seller (which consent shall not be unreasonably withheld); and

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9.1.3.2.4.2 the Seller will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld); and

9.1.4 the transfer does not interrupt the continuity of employment of the Transferring Employees, or any of them, and the contracts of employment of the Transferring Employees, or any of them, continue with the Purchaser as if with the Seller.

9.2 The Seller and the Purchaser hereby agree, for the purpose of section 197(7) of the Labour Relations Act, that –

9.2.1 the valuation as at the Closing Date of the leave pay accrued to the Transferring Employees shall be undertaken by the Seller as at the Closing Date, and shall be due to each of the Transferring Employees as indicated in a written schedule which the Seller shall prepare and deliver to the Purchaser by not later than 20 (twenty) days after the Closing Date;

9.2.2 the Seller shall prepare and deliver to the Purchaser by not later than 20 (twenty) days after the Closing Date a written schedule setting out the amounts to which the Transferring Employees would be entitled, as at the Closing Date, in the event that the Transferring Employees were to be dismissed as at the Closing Date by reason of the Seller’s operational requirements (“Potential Severance Pay”); and

9.2.3 the value of any other payments that will have accrued as at the Closing Date to the Transferring Employees but will not have been paid to them by the Seller, will be an amount which the Seller shall determine as at the Closing Date and will be payable to the Transferring Employees as indicated in a written schedule which the Seller shall prepare and deliver to the Purchaser by not than 20 (twenty) days after the Closing Date.

9.3 The Seller and the Purchaser hereby agree, for the purposes of section 197(7)(b) of the Labour Relations Act, that –

9.3.1 to the extent that any of the amounts referred to in clause 9.2 shall be payable to the Transferring Employees or any of them, the Purchaser is responsible for paying all of the amounts referred to in clause 9.2, it being specifically recorded that there shall be no apportionment of liability between the Seller

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and the Purchaser, and that the Purchaser shall be responsible for and shall pay the full amounts specified in clauses 9.2.1, 9.2.2 and 9.2.3, provided that the Seller shall remain liable for payments to the Transferring Employees that will have accrued in terms of the Harmony ESOP, Share Rights and the Profit Share Scheme as at the Closing Date as set out in the Sale of Shares and Claims Agreement; and

9.3.2 there is no intention, as at the Signature Date and as at the Closing Date, that any of the Transferring Employees will be dismissed by reason of the operational requirements of the Purchaser, and consequently it is not intended that the amount as specified in terms of clause 9.2.2 will become payable to any of the Transferring Employees. In so far as the Purchaser undertakes, after the Closing Date, a process in accordance with section 189 of the Labour Relations Act which results in the dismissal, by reason of the operational requirements of the Purchaser, as employer, of any Transferring Employee who transferred employment in the context of this clause 8, then the Purchaser, as employer, shall be solely responsible for all severance pay expenditure due to any such Transferring Employee which will arise, including the amount of the Potential Severance Pay.

9.4 The Seller hereby undertakes to disclose the terms agreed with the Purchaser in clause 9.3 to the Transferring Employees in compliance with the provisions of section 197(7)(c) of the Labour Relations Act by no later than the Closing Date.

9.5 The Seller shall have no claim of whatsoever nature against the Purchaser arising from any industrial action or unrest on the part of the Transferring Employees, or any of them, prior to the Closing Date and the Purchaser shall have no claim of whatsoever nature against the Seller in respect of any industrial action or unrest on the part of the Transferring Employees, or any of them, with effect from the Closing Date.

9.6 The Seller shall, prior to the Closing Date and subject to the provisions of clause 9.3, discharge all and any of its obligations to the Transferring Employees, arising from or in connection with the employment by the Seller of the Transferring Employees prior to the Closing Date, including but not restricted to the obligations relating to bonuses and salaries prior to the Closing Date.

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9.7 The contents of this clause 8 do not constitute, nor shall they be deemed to constitute a stipulation for the benefit of the Transferring Employees, nor shall the Transferring Employees, or any of them, be entitled to accept and/or to enforce any of the obligations arising in terms of and/or in connection with this clause 8.

10 GENERAL WARRANTIES

10.1 Each of the Parties hereby warrants to and in favour of the other that –

10.1.1 it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

10.1.2 this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;

10.1.3 the execution of this Agreement and the performance of its obligations hereunder does not and shall not –

10.1.3.1 contravene any law or regulation to which that Party is subject;

10.1.3.2 contravene any provision of that Party’s constitutional documents; or

10.1.3.3 conflict with, or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; or

10.1.3.4 in the case of the Seller, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, instrument or other arrangement to which the Seller is a party or by which the Seller is bound or to which any of the Seller’s assets are subject (or result in the imposition of any encumbrance upon any of the Seller’s assets).

10.2 Each of the representations and warranties given by the Parties in terms of clause 10.1, shall –

10.2.1 be a separate warranty; and

10.2.2 continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement.

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11 WARRANTIES OR REPRESENTATIONS BY THE SELLER

Save for those warranties and representations expressly given or made in this Agreement, no warranties or representations are given or made, in respect of the Business, or any other matter whatsoever, whether express, tacit or implied, and the Business is being sold on a voetstoots basis.

12 PUBLICITY

12.1 Subject to clause 12.3 each Party undertakes to keep confidential and not to disclose to any third party, save as may be required in law (including by the rules of any securities exchange on which the shares of either of the Parties may be listed, where applicable) or permitted in terms of this Agreement, the nature, content or existence of this Agreement.

12.2 No announcements of any nature whatsoever will be made by or on behalf of a Party relating to this Agreement without the prior written consent of the other Parties, save for any announcement or other statement required to be made in terms of the provisions of any law (or by the rules of any securities exchange on which the shares of either of the Parties may be listed, where applicable), in which event the Party obliged to make such statement will first consult with the other Parties in order to enable them in good faith to attempt to agree the content of such announcement, which (unless agreed) must go no further than is required in terms of such law or rules. This will not apply to a Party wishing to respond to the other Party which has made an announcement of some nature in breach of this clause.

12.3 This clause 10 shall not apply to any disclosure made by a Party to its professional advisors or consultants, provided that they have agreed to the same confidentiality undertakings, or to any judicial or arbitral tribunal or officer, in connection with any matter relating to this Agreement or arising out of it.

13 SUPPORT

The Parties undertake at all times to do all such things, perform all such actions and take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect or maintenance of the terms, conditions and/or import of this Agreement.

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14 BREACH

14.1 If a Party (“Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 10 (ten) business days (“Notice Period”) of written notice requiring the breach to be remedied, then the Party giving the notice (“Aggrieved Party”) will be entitled, at its option –

14.1.1 to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance; or

14.1.2 subject to clause 14.4, to cancel this Agreement, with or without claiming damages, in which case written notice of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. Neither Party shall be entitled to cancel this Agreement unless the breach is a material breach. A breach will be deemed to be a material breach if –

14.1.2.1 it is capable of being remedied, but is not so remedied within the Notice Period; or

14.1.2.2 it is incapable of being remedied or is not remedied within the Notice Period, and payment in money will compensate for such breach but such payment is not made within the Notice Period.

14.2 The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

14.3 The Aggrieved Party’s remedies in terms of this clause 14 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

14.4 Notwithstanding the aforegoing, after the closing in full of the sale recorded in the Sale of Shares and Claims Agreement, none of the Parties will have the right to cancel this Agreement as a result of a breach thereof, and the Parties’ only remedies thereafter will be to claim specific performance of all the obligations of the Party in breach, together with damages, if any.

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15 TERMINATION

If the Sale of Shares and Claims Agreement is terminated, cancelled or lapses for any reason whatsoever this Agreement shall immediately automatically terminate.

16 DISPUTE RESOLUTION

16.1 In the event of there being any dispute or difference between the Parties arising out of this Agreement, the said dispute or difference shall on written demand by either Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

16.2 Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the parties to the dispute or failing agreement within 10 (ten) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.

16.3 Any party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

16.4 Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

16.5 Any arbitration in terms of this clause 15 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

16.6 This clause 15 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

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16.7 The Parties agree that the written demand by a party to the dispute in terms of clause 16.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

17 NOTICES AND DOMICILIA

17.1 The Parties select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses –

Name	Physical Address	Telefax
Seller	Block 18	+27(0) 86 628 2332
	Randfontein Office Park
	Cnr Main Reef Road & Ward Avenue
	Randfontein

Marked for the attention of: The Chief Executive Officer

Name	Physical Address	Telefax
Purchaser	Block 18	+27(0) 86 628 2332
	Randfontein Office Park
	Cnr Main Reef Road and
	Ward Avenue
	Randfontein
	with a copy to:
	First Floor, Office 101 The Firs Cnr Cradock and Bierman Avenue Rosebank	+27(0) 86 266 4266

Marked for the attention of: The General Manager

provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address by written notice to the other Party to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change.

17.2 All notices to be given in terms of this Agreement will be given in writing and will –

17.2.1 be delivered by hand, and not by way of telefax or email; and

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17.2.2 if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day.

17.3 Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 17.

18 BENEFIT OF THE AGREEMENT

This Agreement will also be for the benefit of and be binding upon the successors in title and permitted assigns of the Parties or either of them.

19 APPLICABLE LAW AND JURISDICTION

19.1 This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.

19.2 Subject to clause 15, the Parties hereby consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg in any dispute arising from or in connection with this Agreement.

20 WHOLE AGREEMENT

20.1.1 This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either of the Parties.

20.1.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof.

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21 VARIATIONS TO BE IN WRITING

21.1 No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

21.2 If as a result of the implementation of the terms of this Agreement it becomes apparent that any of the terms hereof result in an unintended consequence, or any of the Parties would benefit in one way or the other by the amendment of the terms hereof, the Parties undertake to, in good faith, meet and negotiate any such amendments with the other.

22 NO INDULGENCES

No latitude, extension of time or other indulgence which may be given or allowed by any Party to the other Party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement and no single or partial exercise of any right by any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party’s rights in terms of or arising from this Agreement or estop or preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

23 NO WAIVER OR SUSPENSION OF RIGHTS

No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.

24 PROVISIONS SEVERABLE

All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or

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becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

25 CONTINUING EFFECTIVENESS OF CERTAIN PROVISIONS

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

26 NO ASSIGNMENT

Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by either Party without the prior signed written consent of the other Party, save as otherwise provided herein.

27 COSTS

Except as otherwise specifically provided herein, each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Agreement.

28 SIGNATURE

28.1 This Agreement is signed by the Parties on the dates and at the places indicated below.

28.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

28.3 The persons signing this Agreement in a representative capacity warrant their authority to do so.

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28.4 The Parties record that it is not required for this Agreement to be valid and enforceable that a Party shall initial the pages of this Agreement and/or have its signature of this Agreement verified by a witness.

SIGNED at Sandton on 30 May 2012

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

SIGNED at Sandton on 30 May 2012

For and on behalf of

EVANDER GOLD MINES LIMITED

/s/

Signature

Frank Abbott

Name of Signatory

Director

Designation of Signatory

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EX-4.27

Exhibit 4.27

Execution Copy

SALE OF SHARES AGREEMENT

between

PAMODZI URANIUM (PROPRIETARY) LIMITED

and

PAMODZI COOKE (PROPRIETARY) LIMITED

and

ARMGOLD/HARMONY JOINT INVESTMENT COMPANY (PROPRIETARY) LIMITED

and

GOLD ONE INTERNATIONAL LIMITED

and

NEWSHELF 1114 (PROPRIETARY) LIMITED

and

RAND URANIUM (PROPRIETARY) LIMITED

in respect of 100% of the issued shares of

RAND URANIUM (PROPRIETARY) LIMITED

TABLE OF CONTENTS

		Page No.
1.	Parties		1
2.	Definitions and interpretation		1
3.	Introduction		22
4.	Suspensive Conditions		23
5.	Sale and Purchase of Sale Shares and guarantee by Gold One		28
6.	Purchase Price		30
7.	Delivery of the Sale Shares and other documents and assets		32
8.	Implementation Undertakings		36
9.	Warranties of the Sellers		48
10.	Limitations on Warranty and Undertaking claims against the Sellers		50
11.	Security for Warranty and Undertaking Claims		55
12.	Warranties and Representations by the Purchaser and Gold One		57
13.	Confidentiality		59
14.	Breach		60
15.	Arbitration		62
16.	Miscellaneous matters		64
Annexure A - Warranties			75
Annexure B - Disclosure Schedule			90
Annexure C - Sale Shares at Signature Date			94
Annexure D - Consideration Shares Warranties			95
Annexure E - Escrow Agreement			98
Annexure F - Debt Financing Commitment letter			99
Annexure G - Relevant individuals			100

1. Parties

1.1 The Parties to this Agreement are:

1.1.1 Pamodzi;

1.1.2 Pamodzi Cooke;

1.1.3 Investco;

1.1.4 Gold One;

1.1.5 Purchaser; and

1.1.6 the Company.

1.2 Any reference herein to “Party” and “Parties” shall be a reference to the Parties described above either individually or collectively, as may be required by the context of this Agreement, and their respective successors in title, administrators, assigns, liquidators, curators, executors, trustees or other duly authorised representatives of the Parties as fully and effectively as if they had signed this Agreement in the first instance.

THE PARTIES HEREBY AGREE WITH ONE ANOTHER AS FOLLOWS:

2. Definitions and interpretation

2.1 In this Agreement the following expressions shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings and cognate expressions shall bear corresponding meanings:

2.1.1    ““A” Shares” 1200 “A” ordinary shares with a par value of R1.00 each beneficially owned by Pamodzi Cooke and registered in the name of Pamodzi as nominee for Pamodzi Cooke, comprising 60% of the issued share capital of the Company;

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2.1.2	“Acquisition Proposal”	means with regard to the Sale Shares, the Company and/or any assets of the Company:
		(i)	any proposal or offer for a merger, amalgamation, re-organisation, recapitalisation or other business combination; or
		(ii)	any proposal or offer to acquire in any manner directly or indirectly any material asset or property of the Company; or
		(iii)	any proposal or offer to acquire in any manner directly or indirectly the Sale Shares and/or any securities of the Company, either in full or in part only; or
		(iv)	any sale or issue of securities of the Company or rights or interests therein,
		in each case of the foregoing sub-clauses (i) to (iv), other than the Transaction and the transactions contemplated hereby;
2.1.3	“Agreement”	this sale of shares agreement, including all annexures hereto, as varied or amended from time to time;
2.1.4	“ASIC”	the Australian Securities and Investments Commission;

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2.1.5	“ASX”	the ASX Limited (ACN 008 624 691), a public company incorporated under the laws of Australia, or where the context requires, the financial market conducted by it known as the Australian Securities Exchange;
2.1.6	“ASX Listing Rules”	the Listing Rules of ASX and any other rules of ASX which are applicable to Gold One while it remains admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX;
2.1.7	“AUD”	Australian Dollars, the lawful currency of Australia;
2.1.8	“Australia”	the Commonwealth of Australia;
2.1.9	“Balance Payment”	the balance of the Purchase Price, if any, remaining after deduction of the amount of the Cash Payment from the amount of the Purchase Price;
2.1.10	“BEE”	Black Economic Empowerment;
2.1.11	“Board”	the board of directors of the Company;
2.1.12	“Business Day”	any day other than a Saturday, Sunday or official public holiday in South Africa or in Sydney, New South Wales, Australia or in Perth, Western Australia, Australia;

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2.1.13	“Cash Escrow Amount”	the cash portion of the Escrow Amount, equal to one tenth of the amount of the Cash Payment;
2.1.14	“Cash Payment”	the cash payment in an amount of not less than USD150,000,000.00 (one hundred and fifty million United States dollars) to be paid by the Purchaser to the Sellers in respect of the Purchase Price;
2.1.15	“CHESS”	the Clearing House Electronic Sub-register System operated by the ASX;
2.1.16	“Company”	Rand Uranium (Proprietary) Limited, registration number 2007/007531/07, a private company incorporated and registered in accordance with the laws of South Africa;
2.1.17	“Companies Act”	the South African Companies Act, 2008, as amended or replaced from time to time;
2.1.18	“Competition Act”	the South African Competition Act, 1998, as amended or replaced from time to time;
2.1.19	“Completion Date”	the fifth Business Day following the Fulfilment Date, or such later date as the Parties may agree in writing;
2.1.20	“Completion Period”	the period from the Signature Date to the Completion Date, both dates inclusive;

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2.1.21	“Consideration Shares”	the number of new fully paid ordinary shares in the share capital of Gold One, freely tradable on the ASX and JSE (where relevant), equal in value to the Balance Payment, determined by dividing the amount of the Balance Payment by AUD 0.46, which is the 5 day volume weighted average price at which Gold One’s shares traded on the ASX over the 5 Business Days prior to the first public announcement of the Transaction on 28 April 2011, converted to 0.503 United States dollars at the closing Australian/United States dollar exchange rate on the date immediately preceding the date of such public announcement, as quoted by the Standard Bank of South Africa Limited;
2.1.22	“Consideration Shares Warranties”	the warranties given by the Purchaser to the Sellers in Annexure D;
2.1.23	“Corporations Act”	the Australian Corporations Act 2001(Cth);
2.1.24	“Debt Financing”	the portion (which may be the entire amount) of the Cash Payment that is provided by the lender pursuant to, and subject to the terms and conditions of, the Debt Financing Commitment, which, together with the Gold One Funding Amount, if any, comprises the Cash Payment;

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2.1.25	“Debt Financing Commitment”	the debt financing commitment pursuant to letters from Investec Bank Limited dated 19 April 2011, 19 May 2011 and 20 May 2011, respectively, each attached hereto as Annexure F;
2.1.26	“Disclosure Material”	all matters disclosed in the body of this Agreement, the Annexures hereto and all documents and other written materials made available by the Sellers and the Company in an electronic data room, the contents of which have been included on CD ROMs delivered to Gold One and the Purchaser on the Signature Date;
2.1.27	“DMR”	the Department of Mineral Resources of South Africa;
2.1.28	“Due Diligence”	the due diligence investigation carried out by or on behalf of the Purchaser and Gold One into the affairs of the Company;
2.1.29	“Escrow Accounts”	the accounts held at the Escrow Agent in the aggregate of the Escrow Amount as security for any Warranty Claim in accordance with clause 10;
2.1.30	“Escrow Agent”	Webber Wentzel Attorneys of 10 Fricker Road, Illovo, Johannesburg;

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2.1.31	“Escrow Agreement”	the Escrow Agreement to be executed on or as soon as is reasonably possible after the Signature Date amongst the Escrow Agent, the Sellers, Gold One and the Purchaser, substantially in the form of Annexure E;
2.1.32	“Escrow Amount”	an amount equal to USD25,000,000.00 (twenty-five million United States dollars) to be deposited in cash and Consideration Shares (with the Consideration Shares valued in accordance with the definition thereof) in the proportions in which the Cash Payment and the Consideration Shares respectively make up the Purchase Price;
2.1.33	“Founding Documents”	the documents constituting a company under the Applicable Laws, including the memorandum and articles of association or the constitution, as the case may be, together in each case with all amendments thereto;
2.1.34	“Fulfilment Date”	the Business Day immediately following the day on which all the Suspensive Conditions have been fulfilled or waived, as the case may be;
2.1.35	“Future Shareholder Loans”	shareholder loans that may be advanced to the Company by the Sellers after the Signature Date;

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2.1.36	“Gold One”	Gold One International Limited (ACN 094265746), a company incorporated and registered in accordance with the laws of Australia and registered in South Africa as an external company (as defined in the South African Companies Act), under number 2009/000032/10, with its principal place of business at First Floor, 45 Empire Road, Parktown, 2193, Johannesburg, Gauteng, South Africa and its registered office at Level 3, 100 Mount Street, North Sydney, NSW 2060, Australia;
2.1.37	“Gold One Board”	the board of directors of Gold One, as constituted from time to time;
2.1.38	“Gold One Board Recommendation”	the recommendation by the Gold One Board, described in clause 12.1.6;
2.1.39	“Gold One Funding Amount”	the portion of the Cash Payment, if any, that is funded by Gold One from its currently available funds or any equity financing, which, together with the Debt Financing, comprises the Cash Payment;

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2.1.40	“Governmental Authority”	any multinational, federal, provincial, state, county, regional, municipal, local or other government, governmental or public department, ministry, central bank, regulatory authority or tribunal, domestic or foreign, or any quasi-governmental or private body exercising administrative, regulatory, expropriation or taxing authority;
2.1.41	“Hedging Facility”	all transactions contemplated under the ISDA 2002 Master Agreement dated 24 August 2010 (including all relevant schedules thereto) between the Company and Standard Chartered Bank and the ISDA 2002 Master Agreement dated 7 October 2008 between the Company and Standard Bank (including all relevant schedules thereto), relating to gold production sold forward to Standard Bank and Standard Chartered Bank until March 2013;
2.1.42	“Income Tax Act”	the South African Income Tax Act, 1962, as amended or replaced from time to time;

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2.1.43	“Interest Rate”	the rate of interest (nominal annual compounded monthly in arrears) from time to time published by Standard Bank as its prime overdraft lending rate plus 4% (a certificate from any manager of that bank, whose appointment or authority need not be proved, as to the prime rate at any time and the usual way in which it is calculated and compounded at such time shall, in the absence of manifest or clerical error, be final and binding on the Parties);
2.1.44	“Interim Funding Purposes”	the purposes for which the Company will require funding during the Completion Period, as described in clause 8.4.3;
2.1.45	“Investco”	Armgold/Harmony Joint Investment Company (Proprietary) Limited, registration number 2002/032163/07, a private company incorporated and registered in accordance with the laws of South Africa;
2.1.46	“Investco Escrow Shares”	the number of Consideration Shares that constitutes a portion of the Escrow Amount, equal to one tenth of the total number of Consideration Shares multiplied by the Payment Ratio applicable to Investco;

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2.1.47	“Investco Subordinated Loan”	the subordinated loan owing by the Company to Investco as at the Completion Date, together with all interest thereon not yet paid at the Completion Date;
2.1.48	“Investco Warranties”	the warranties given by Investco to the Purchaser in terms of paragraph 2 of Annexure A;
2.1.49	“JIBAR”	the Johannesburg Inter Bank Rate for a period of three months which appears on the Reuters screen SAFEY page under the caption “YIELD” (or on the SAFEX nominated successor screen for JIBAR) as at 11h00, Johannesburg time, on the date any Future Shareholder Loan is advanced, provided that if for any reason JIBAR cannot be determined by reference to Reuters on any relevant date or services of Reuters ceases to be available as a result of discontinuation of such service, JIBAR will mean the mid market deposit rate in Rand quoted to the Company by any of the major banks in South Africa at approximately 11h00, Johannesburg time, on the relevant date;

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2.1.50	“JSE”	the stock exchange operated by the JSE Limited, registration number 2005/022939/06, a public company incorporated and registered in accordance with the laws of South Africa;
2.1.51	“JSE Listings Requirements”	the listings requirements of the JSE and any other rules of the JSE which are applicable to Gold One while its shares remain listed on the JSE;
2.1.52	“Law”	all laws, regulations, directives, statutes, subordinate legislation, common law, judgements, orders, notices and awards of any competent court or authority or tribunal having force of law in South Africa or Australia, or any other matter or announcement of any nature having a similar affect to the above and the term “Applicable” with respect to such Laws and in a context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property, assets or securities and emanate from a Governmental Authority having jurisdiction over the person or persons or its or their business, undertaking, property, assets or securities;
2.1.53	“Material Adverse Change”	any change or matter occurring during the Completion Period, which when used in connection with the Sellers

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would result in an inability to deliver their respective Sale Shares to the Purchaser pursuant to the terms of this Agreement and when used in connection with the Company means any change or matter that has had a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or results of operations of the Company; provided, however, that when determining whether a Material Adverse Change has occurred, any change or matter, to the extent resulting from the following shall not be taken into account:
2.1.53.1	any change generally affecting the gold or uranium mining industry;
2.1.53.2	any change relating to the price of gold or uranium;
2.1.53.3	any change generally affecting the international, national or regional mining markets;
2.1.53.4	any change in markets for commodities generally;
2.1.53.5	any change in general regulatory or political conditions, including any engagements of hostilities, acts of war or terrorist activities or changes

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	imposed by a Governmental Authority (other than any of the foregoing that causes any damage or destruction to or renders unusable material assets of the Company);
2.1.53.6	any change in any Laws (including environmental Laws) or industry standards;
2.1.53.7	any change in the financial, banking, securities or currency markets (including the inability to finance the acquisition or any increased costs for financing or suspension of trading in, or limitation on prices for, securities on any domestic or international securities exchange);
2.1.53.8	any actions specifically required to be taken pursuant to this Agreement; or
2.1.53.9	the announcement or pendency of the transactions contemplated hereby;
provided however that in the case of the foregoing clauses 2.1.53.1 to 2.1.53.7, any such changes or matters may be

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		included in any determination whether a Material Adverse Change has occurred if disproportionately affecting the Company relative to other persons operating in the gold or uranium mining industry;
2.1.54	“MPRD Act”	the South African Minerals and Petroleum Resources Development Act, 2002, as amended or replaced from time to time;
2.1.55	“Ordinary Shares”	800 ordinary shares with a par value of R1.00 each owned by and registered in the name of Investco, comprising 40% of the issued share capital of the Company;
2.1.56	“Pamodzi”	Pamodzi Uranium (Proprietary) Limited, registration number 2007/012390/07, a private company incorporated and registered in accordance with the laws of South Africa;
2.1.57	“Pamodzi Cooke”	Pamodzi Cooke (Proprietary) Limited, registration number 07652107, a limited liability company incorporated in the Republic of Mauritius;
2.1.58	“Pamodzi Payment Amount”	an amount equal to USD209,000,000.00 (two hundred nine million United States dollars) less an amount equal to the Escrow Amount multiplied by the Payment Ratio applicable to Pamodzi;

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2.1.59	“Pamodzi Escrow Shares”	the number of Consideration Shares that constitutes a portion of the Escrow Amount, equal to one tenth of the total number of Consideration Shares multiplied by the Payment Ratio applicable to Pamodzi;
2.1.60	“Pamodzi Warranties”	the warranties given by Pamodzi and Pamodzi Cooke to the Purchaser in terms of paragraph 1 of Annexure A;
2.1.61	“Parties”	the Parties referred to in clause 1 and “Party” refers to any one of them;
2.1.62	“Payment Ratio”	the proportions in which the balance of the Purchase Price, as described in clause 6.8 will be paid by the Purchaser to the Sellers;
2.1.63	“Payments Letter”	the letter described in clause 6.7;
2.1.64	“Project Maverick Confidentiality and Non-disclosure Agreement”	the Confidentiality and Non-disclosure Agreement entered into between the Parties (other than the Purchaser) on 22 February 2011;
2.1.65	“Purchase Price”	the aggregate purchase price for the Sale Shares, as described in clause 6;

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2.1.66	“Purchaser”	Newshelf 1114 (Proprietary) Limited, (registration number 2010/018841/07), a private company incorporated and registered under the laws of South Africa and a majority owned subsidiary of Gold One, or any other majority owned subsidiary of Gold One which may be nominated in writing by Gold One no later than 5 Business Days prior to the Section 11 Filing Date;
2.1.67	“Rand or R”	the South African rand, the lawful currency of the Republic of South Africa;
2.1.68	“Randfontein Estates Limited”	Randfontein Estates Limited (Registration Number 1889/0007251/06), a public company incorporated and registered in accordance with the laws of South Africa;
2.1.69	“Rand Uranium Operating Strategy”	the Rand Uranium Operating Strategy - H2 FY2011, prepared in written form by the Company in respect of the resources and operations of the Company and disclosed as part of the Disclosure Material;

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2.1.70	“Rehabilitation Guarantee”	the guarantee issued to the DMR by Nedbank Limited, for an amount of R 130,441,289.00 (one hundred thirty million four hundred forty one thousand and two hundred eight nine South African rand), as security for the rehabilitation obligations of the Company under the MPRD Act, which guarantee is valid until 30 June 2011;
2.1.71	“Sale Shares”	the entire issued share capital of the Company, comprising the “A” Shares and the Ordinary Shares as detailed in Annexure C;
2.1.72	“Section 11 Filing Date”	the date referred to in clause 4.1.5.1;
2.1.73	“Sellers”	Pamodzi (as nominee for Pamodzi Cooke) and Investco, and “Seller” refers to either of them;
2.1.74	“Seller Warranties”	the warranties given severally by the Sellers to the Purchaser in terms of paragraph 3 of Annexure A;
2.1.75	“Signature Date”	the date on which this Agreement is signed by the last signing of the Parties;
2.1.76	“South Africa”	the Republic of South Africa;
2.1.77	“Standard Bank”	The Standard Bank of Southern Africa Limited, a public company registered as a bank under the Banks Act;
2.1.78	“Standard Bank Facility”	the credit facility dated 30 March 2011 provided to the Company by Standard Bank;

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2.1.79	“Standard Bank Facility Amount”	the amount owing by the Company to Standard Bank under the Standard Bank Facility, which amount shall not exceed R200,000,000.00 (two hundred million South African rand) at any time after the Signature Date until the Completion Date;
2.1.80	“Standard Chartered Bank”	Standard Chartered Bank, a limited liability company incorporated in England by Royal Charter 1853 reference number ZC 18;
2.1.81	“STRATE”	the licensed central securities depository for the electronic settlement of securities on the JSE;
2.1.82	“Suspensive Conditions”	the suspensive conditions contained in clause 4;
2.1.83	“Taxes”	all taxes, fees, imposts, assessments or charges of any kind whatsoever, including any interest, penalties or other additions that may become payable in respect thereof, imposed by any Governmental Authority, including all income taxes (including any tax on or based upon net income, gross income, income that is specifically defined, earnings, profits or selected items of income), capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes, securities transfer taxes, stamp duties, franchise taxes, license taxes, withholding taxes,

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		payroll taxes, employment taxes, excise, social security premiums, workers’ compensation premiums, unemployment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, minimum taxes, goods and services tax, customs duties, pension or health plan assessments, mining taxes, mining or mineral royalties, governmental charges and other obligations of the same or of a similar nature to any of the foregoing, which a Party or any of its subsidiaries is required to pay, withhold or collect;
2.1.84	“Tax Returns”	all returns, declarations, reports, information returns and statements required to be filed with any taxing authority relating to Taxes, including any attached schedules, claim for refund, amended return or declarations of estimated Tax;
2.1.85	“Transaction”	the transactions embodied in this Agreement;

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2.1.86	“Transaction Fees”	the transaction fees incurred by the Sellers and the Company in negotiating, entering into and and implementing the Transaction, the amount of which shall be notified by the Sellers to the Purchaser in the Payments Letter no later than 2 Business Days prior to the Completion Date;
2.1.87	“Undertaking Claim”	any claim made against any or both of the Sellers for breach of any undertaking of the Sellers made in this Agreement;
2.1.88	“USD or $”	United States Dollars, the lawful currency of the United States of America;
2.1.89	“VAT”	value-added tax, levied in terms of the Value-Added Tax Act, 1991;
2.1.90	“Warranties”	the Pamodzi Warranties, the Investco Warranties and the Seller Warranties; and
2.1.91	“Warranty Claim”	any claim made against any or both of the Sellers for breach of any Warranty in accordance with clause 10.

2.2 In this Agreement:

2.2.1 any reference to the singular includes the plural and vice versa;

2.2.2 any reference to natural persons includes legal persons and vice versa;

2.2.3 any reference to a gender includes the other genders.

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2.3 The headings in this Agreement are for ease of reference only and shall not affect the interpretation of this Agreement.

2.4 Words and expressions defined in any clause shall, unless the application of any such word or expression is limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.

2.5 To the extent that substantive rights and obligations are imposed on a Party by this clause, effect shall be given to such rights and obligations notwithstanding that they are contained in this clause.

2.6 No provision herein shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision.

2.7 The eiusdem generis rule shall not apply and whenever the term “including” is used followed by specific examples, such examples shall not be construed so as to limit the meaning of that term.

2.8 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day.

2.9 This Agreement incorporates the annexures hereto, which annexures shall have the same force and effect as if set out in the body of this Agreement.

3. Introduction

3.1 Pamodzi Cooke is the beneficial owner and Pamodzi the registered holder of the “A” Shares and Investco is the beneficial owner and registered holder of the Ordinary Shares, which shares are collectively the Sale Shares.

3.2 The Sellers wish to sell, and the Purchaser wishes to purchase, the Sale Shares for the Purchase Price on the terms and conditions set out in this Agreement.

3.3 The Parties accordingly agree to enter into this Agreement with regard to the above, on the terms and conditions set out below.

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4. Suspensive Conditions

4.1 The rights and obligations of the Parties under this Agreement, save for those set out in clauses 1 to 4, clause 8 and clauses 13 to 16 (inclusive) are subject to the fulfilment of the following Suspensive Conditions:

4.1.1 that all and any approvals for the Transaction that may be required in terms of the Competition Act are granted, provided that:

4.1.1.1 each Party shall use its reasonable commercial endeavours to cooperate with and assist the other Parties in the preparation and lodging of the competition filing as soon as reasonably possible after the Signature Date and, in any event, within 45 days after the Signature Date;

4.1.1.2 the costs of the competition filing proceedings shall be borne and paid as follows:

4.1.1.2.1 the costs incurred by each Party in connection with gathering and collecting information required of it for the competition filing and of preparing that filing shall be borne by that Party (with the Sellers’ costs in this regard being part of the Transaction Fees) and all other costs incurred in connection with the competition proceedings shall be shared equally between the Sellers, on the one hand (as part of the Transaction Fees), and the Purchaser, on the other; and

4.1.1.2.2 the filing fee payable upon the filing of the merger notice shall be paid by the Purchaser;

4.1.1.3 such approval shall either be unconditional or, if such approval is conditional, on conditions acceptable to the Purchaser, acting reasonably, insofar as such conditions affect the Purchaser, and to the Sellers, acting reasonably, insofar as such conditions affect the Sellers; and

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4.1.1.4 neither the Purchaser nor the Sellers shall be entitled to bring appeal or review proceedings or a request for consideration pursuant to the non-approval or conditional approval of the Transaction, without the prior written consent of the other;

4.1.2 the Purchaser successfully raising at least USD150,000,000.00 (one hundred fifty million United States dollars) pursuant to the Debt Financing from Investec Bank Limited, or from another debt or equity financing source;

4.1.3 that all approvals which will be required by the Purchaser for its funding arrangements for the payment of the Purchase Price are duly obtained, at the Purchaser’s cost, from the South African exchange control authorities in terms of the Exchange Control Regulations, 1961 and if such approval is subject to conditions, the written acceptance of such conditions by the Parties, acting reasonably. The Purchaser shall make all filings required to obtain such approvals within 45 days after the Signature Date;

4.1.4 that all approvals which will be required by the Sellers in order to effect the provision of Future Shareholder Loans and the receipt of the Purchase Price are duly obtained, at the Sellers’ cost (as part of the Transaction Fees), from the South African exchange control authorities in terms of the Exchange Control Regulations, 1961 and if such approval is subject to conditions, the written acceptance of such conditions by the Parties, acting reasonably. The Sellers shall make all filings required to obtain such approvals within 45 days after the Signature Date;

4.1.5 that the approval of the Minister of Mineral Resources has been obtained as required in terms of section 11(1) of the MPRD Act in respect of the change in control of the Company resulting from the Transaction; provided, that:

4.1.5.1 each Party shall use its reasonable commercial endeavours to cooperate with and assist the Purchaser in the preparation and lodging of this filing and, in any event, the Purchaser shall make such filing within 60 days after the Signature Date; and

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4.1.5.2 the costs incurred by each Party in connection with gathering and collecting information required of it for this filing and the costs of preparing the filing shall be borne by that Party (with the Sellers’ costs being part of the Transaction Fees) and all other costs incurred in connection with the proceedings shall be paid by the Purchaser;

4.1.6 Gold One receiving approval by its shareholders of the Transaction, if required, and if required as evidenced by the delivery by Gold One to the Sellers and the Company of the results of the duly adopted, resolution by the Gold One shareholders giving such approval as released to the ASX;

4.1.7 as of the time of fulfillment of the last of the Suspensive Conditions described in clauses 4.1.1 to 4.1.6, there shall have been no action taken under any Applicable Law or by any Governmental Authority which:

4.1.7.1 makes it illegal or otherwise enjoins or prohibits the Transaction, or any other transactions contemplated hereby; or

4.1.7.2 results or would reasonably be expected to result in a judgment, order, decree or assessment of damages directly or indirectly relating to the Transaction, which would have a Material Adverse Change on the Company;

4.1.8 a Material Adverse Change shall not have occurred on or before the date of fulfillment of the Suspensive Conditions other than the Suspensive Conditions contained in this clause 4.1.8 or clause 4.1.9 or should such Material Adverse Change have occurred, it will have been remedied by such fulfilment date; and

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4.1.9 this Agreement shall not have been terminated pursuant to clause 14 below prior to the fulfilment of all of the Suspensive Conditions described in clauses 4.1.1 to 4.1.8.

4.2 Save as provided in clause 4.3 below, each of the Parties shall (where it is within their power to do so) use its reasonable commercial endeavours to procure the fulfilment or the waiver, where permitted by this Agreement and Law, of the Suspensive Conditions on or before the date falling 16 months after the Signature Date (the “Suspensive Conditions Termination Date”).

4.3 The following Suspensive Conditions Termination Date, and not the date provided for in clause 4.2, shall apply to the following clauses:

4.3.1 clause 4.1.2 - 75 days after the Signature Date; and

4.3.2 clause 4.1.6 - the earlier of: i) 6 months after the Signature Date, and; ii) the date on which, at a meeting of Gold One shareholders called for purposes of considering the Transaction, the requisite shareholder approval of the Approval Items shall not have been obtained.

4.4 The Parties may at any time on or before the Suspensive Conditions Termination Date, by written agreement, extend the Suspensive Conditions Termination Date for such further period or periods as they may agree, save for the Suspensive Condition Termination Dates set out in clauses 4.3.1 and 4.3.2, which may be extended by the Sellers in their sole discretion to any later date up until the date falling 16 months after the Signature Date.

4.5 The following Suspensive Conditions are for the benefit only of the Party listed next to the clause number in which such Suspensive Condition appears and only that Party may, in its sole and absolute discretion, rely on or waive or condone the breach or non-fulfilment of the Suspensive Condition (except that a Party must not waive a Suspensive Condition if it would result in a breach of law):

Party	Suspensive Condition clause number
Sellers	4.1.4
Purchaser	4.1.2; 4.1.3; 4.1.6 and 4.1.8

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4.6 The Suspensive Conditions in clauses 4.1.1, 4.1.5 and 4.1.7 have been included for the benefit of all the Parties and the waiver or the condonation of the breach or non-fulfilment of those Suspensive Conditions may be done only by the consent of all the Parties.

4.7 The waiver or condonation of the breach or non-fulfilment of a Suspensive Condition may only be done in writing.

4.8 If a Suspensive Condition is not fulfilled or waived (where any such waiver is permitted by this Agreement and Law) by the Suspensive Conditions Termination Date applicable to such Suspensive Condition, or any extension of that date, the rights and obligations of the Parties, save for those contained in clauses 1 to 4, clause 8 and clauses 13 to 16 (inclusive), shall not come into existence and, to the extent that this Agreement may have been partially implemented, the Parties shall be restored, as nearly as may be possible, to the positions in which they would have been had this Agreement not been entered into. No Party shall have any claim against any other Party arising from the rights and obligations of the Parties not coming into existence, save for such claims as may arise from a breach of the provisions of this clause 4 and clause 14.3.

4.9 Without prejudice to any other right that the Sellers may have, in the event that any of the Suspensive Conditions set out in clauses 4.1.2 or 4.1.6 fail to be fulfilled (or waived by the Purchaser where any such waiver is not prohibited by Law) on or before the applicable Suspensive Conditions Termination Date or any extension of that date, the Purchaser shall be obliged to pay the Sellers a break fee in the amount of USD 5,000,000.00 (five million United States dollars) (plus VAT) free of deduction within 7 days of the expiry of the applicable Suspensive Conditions Termination Date or any extension of that date (“Break Fee”). The Purchaser shall pay 88.5% of the Break Fee to Pamodzi and 11.5% of the Break Fee to Investco. The

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Sellers shall provide the Purchaser with details of the relevant bank accounts into which such payments must be made within 2 days of the expiry of the last Suspensive Conditions Termination Date or any extension of that date. Any amount owing in terms of this clause but which remains unpaid shall bear interest at the Interest Rate from the scheduled date of payment until the actual date of payment.

5. Sale and Purchase of Sale Shares and guarantee by Gold One

5.1 The Sellers hereby sell to the Purchaser, which hereby purchases from the Sellers, the Sale Shares.

5.2 The Company acknowledges and consents to such sale and purchase.

5.3 The sale and purchase in terms of clause 5.1 above is subject to the fulfilment of the Suspensive Conditions and the terms and conditions of this Agreement.

5.4 The Sellers, as the only shareholders of the Company, hereby waive in favour of the Purchaser, with the consent of the Company hereby given, their respective pre-emptive rights in respect of the Sale Shares.

5.5 Ownership in, title to and risk and benefit of the Sale Shares shall pass to the Purchaser on the Completion Date against payment in full to the Sellers of the Purchase Price.

5.6 Gold One irrevocably and unconditionally, as principal obligor, and not merely as surety, and on the basis of a severable and discrete obligation enforceable against Gold One, guarantees to the Sellers the due performance by the Purchaser of all its obligations under this Agreement (“Guaranteed Obligations”).

5.7 All admissions and acknowledgements of indebtedness by the Purchaser to the Sellers shall be binding on Gold One.

5.8 Gold One waives any rights that it may have to first require the Sellers to make any demand of the Purchaser, to proceed against or claim payment from the Purchaser, to take action or obtain judgement in any court against

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the Purchaser, to make, file or prove any claim in the winding up or dissolution of the Purchaser, or to enforce or seek to enforce any guarantee or security granted by the Purchaser, before making payment under clause 5.6.

5.9 Gold One hereby renounces the benefits of the legal exception of simultaneous citation and division of debt (de duobus vel pluribus reis debendi), insofar as such exception may be applicable. Gold One acknowledges that it is fully aware of the meaning and effect of those benefits and the renunciations thereof.

5.10 The liability of Gold One under clause 5.6 shall not be prejudiced, affected or diminished by any act, omission, circumstances, matter or thing which, but for this provision might operate to release or otherwise exonerate Gold One from its obligations hereunder in part or in whole, including, without limitation and whether or not known to Gold One:

5.10.1 the variation, compromise, renewal, release, refusal or neglect to perfect or enforce any rights, remedies or securities against the Purchaser;

5.10.2 any variation of or extension of the due date for performance of any term of this agreement in connection with the Guaranteed Obligations (with the intent that Gold One’s obligations in respect of the Guaranteed Obligations shall apply as varied or in respect of the extended due date) or any increase, reduction, exchange, acceleration, renewal, surrender, release or loss of or failure to perfect any of the Guaranteed Obligations or any security therefor or any non-presentment or non-observance of any formality in respect of any instruments;

5.10.3 the winding up or any change in the name or constitution of the Purchaser; or

5.10.4 any legal limitation, disability, incapacity or other circumstances relating to the Purchaser or Gold One.

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6. Purchase Price

6.1 Subject to the fulfilment or waiver of the Suspensive Conditions in accordance with the provisions of clause 4 and the terms and conditions of this Agreement, the Purchase Price payable by the Purchaser to the Sellers in respect of the Sale Shares is the sum of USD250,000,000.00 (two hundred fifty million United States dollars).

6.2 The Purchase Price shall be paid by the Purchaser to the Sellers on the Completion Date against delivery by the Sellers to the Purchaser of the Sale Shares and the documents and assets described in clause 6.

6.3 The Purchaser shall pay the Purchase Price:

6.3.1 wholly in cash; or

6.3.2 if, after having first used its reasonable commercial endeavours to raise the amount of the Purchase Price in cash from third party lenders and/or equity investors, it is unable to do so, then it shall pay the Purchase Price partly in cash by way of the Cash Payment plus the Balance Payment, being the issue to the Sellers of the Consideration Shares, provided that if the aggregate value of Consideration Shares on the Completion Date, determined by multiplying the number of Consideration Shares by the thirty day volume weighted average price at which Gold One’s shares traded on the ASX over the 30 Business Days prior to the Completion Date, converted to United States dollars at the closing Australian/United States dollar exchange rate on the Completion Date, as quoted by the Standard Bank of South Africa Limited, differs from the Balance Payment, then Cash Payment shall be increased or decreased by the amount such deficit or excess, as applicable.

6.4 The Purchaser shall deduct from the Cash Payment portion of the Purchase Price, before making payment to the Sellers of the balance of the Cash Payment remaining after such deductions, the following:

6.4.1 the amount of the funds made available by the Purchaser to the Company in accordance with clause 8.4.2.1 below, if any;

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6.4.2 the amount of the cost referred to in clause 8.4.2.2 below;

6.4.3 the Investco Subordinated Loan, and thereupon pay it directly to Investco in order to settle in full the obligations of the Company to Investco in this regard;

6.4.4 the Transaction Fees and thereupon pay it directly to the relevant advisors of the Sellers as set out in the Payments Letter; and

6.4.5 the Cash Escrow Amount to the Escrow Agent to be held in the Escrow Account and disbursed pursuant to clause 11 of this Agreement and the terms of the Escrow Agreement.

6.5 It is specifically recorded and agreed that:

6.5.1 the deductions from the Cash Payment referred to in clauses 6.4.1 and 6.4.2 will result in a corresponding increase in the Balance Payment; and

6.5.2 the deductions from the Cash Payment referred to in clauses 6.4.3 to 6.4.5 will not result in an increase in the Balance Payment.

6.6 The Purchaser shall deduct from the Balance Payment portion of the Purchase Price, before making payment to the Sellers of the balance of the Balance Payment remaining after such deductions, the Investco Escrow Shares and Pamodzi Escrow Shares, which shall be delivered to the Escrow Agent to be held in the Escrow Accounts in accordance with the terms of the Escrow Agreement and disbursed pursuant to clause 11 of this Agreement and the terms of the Escrow Agreement.

6.7 The Sellers shall jointly provide the Purchaser with a payments letter which provides explicit instructions to the Purchaser on the amounts to be paid to relevant Parties and their advisors in respect of the Transaction Fees (including relevant account details of each Party and each such advisor) and the relevant percentages of Consideration Shares to be issued to each

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Seller and listed on the ASX and JSE (as the case may be) in accordance with clause 6.3 by no later than 2 Business Days prior to the Completion Date.

6.8 The balance of the Cash Payment remaining after the deductions referred to in clause 6.4 together with the balance of the Balance Payment remaining after the deductions referred to in clause 6.6, i.e. the balance of the Purchase Price, shall be paid to the Sellers as follows:-

6.8.1 Pamodzi (acting as nominee shareholder for Pamodzi Cooke), the Pamodzi Payment Amount, provided that, where the balance of the Purchase Price is less than the Pamodzi Payment Amount then Pamodzi shall receive the entire Purchase Price; and

6.8.2 Investco, the difference between the balance of the Purchase Price and the amount received by Pamodzi as calculated in clause 6.8.1.

6.9 The Purchase Price shall be paid by the Purchaser by transferring to each Seller, by no later than 14h00 (South African time) on the Completion Date, the portion of the Purchase Price due to that Seller, free of any set-off or deduction of any nature save for the deductions referred to in clause 6.4 above. Such transfer shall be made by electronic funds transfer to a bank account nominated in writing by that Seller in respect of the Cash Payment and by the credit of the Consideration Shares to the Sellers’ respective CSDP accounts, to be identified in the Payments Letter.

6.10 All overdue amounts owing by the Purchaser to the Sellers and/or the Company in terms of this Agreement shall bear interest at the Interest Rate from the scheduled date of payment to the actual date of payment.

7. Delivery of the Sale Shares and other documents and assets

On the Completion Date representatives of each of the Sellers and the Purchaser will meet at the offices of the Company and simultaneously:

7.1 each of the Sellers will:

7.1.1 procure that its nominees to the Board will vote in favor of, and cause to be delivered to the Purchaser, a written resolution of the directors of the Company appointing the Purchaser’s nominees as directors of the Company with effect from the Completion Date, and resolving to approve the transfer of the Sale Shares;

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7.1.2 procure that its nominees to the Board will vote in favor of, and cause to be delivered to the Purchaser, a duly completed authority to alter the signatories of each bank account of the Company, effective as of the Completion Date, as notified by the Purchaser before the Completion Date;

7.1.3 deliver to the Purchaser or place the Purchaser in control of:

7.1.3.1 the certificate of registration or incorporation of the Company;

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7.1.3.2 a copy of the Founding Documents of the Company certified by its secretary;

7.1.3.3 the minute books and records of meetings or resolutions of members and directors of the Company;

7.1.3.4 the register of members and each other register (including the register of options and register of charges) of the Company;

7.1.3.5 (at the places at which they are usually located in the normal course of operations of the Company’s business) the books and records of the Company including:

7.1.3.5.1 all financial records and reports of the Company;

7.1.3.5.2 the original of any contracts of the Company; and

7.1.3.5.3 every document and record (for example, business data, correspondence, customer lists, supplier details, pricing information, catalogues, promotional materials, marketing data and employment files) in its possession relating to the Company’s business and needed for it to be carried on.

7.2 Pamodzi shall deliver to the Purchaser:

7.2.1 the original share certificates in respect of the “A” Shares, accompanied by share transfer forms (in a form reasonably acceptable to Purchaser) signed and dated no later than that day by the registered shareholders of the “A” Shares;

7.2.2 any other document the Purchaser reasonably requests to obtain good title to the “A” Shares and get the “A” Shares registered in the name of Purchaser or its nominee;

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7.2.3 written resignations of those directors of the Company appointed by Pamodzi, as may be nominated in writing by the Purchaser to the Pamodzi and the Company effective as of the Completion Date;

7.3 Investco shall deliver to the Purchaser:

7.3.1 the original share certificates in respect of the Ordinary Shares, accompanied by share transfer forms (in a form reasonably acceptable to Purchaser) signed and dated no later than that day by the registered shareholders of the Ordinary Shares;

7.3.2 any other document the Purchaser reasonably requests to obtain good title to the Ordinary Shares and get the Ordinary Shares registered in the name of Purchaser or its nominee;

7.3.3 written resignations of those directors of the Company appointed by Investco, as may be nominated in writing by the Purchaser to the Investco and the Company effective as of the Completion Date;

7.4 the Purchaser will deliver to the Sellers:

7.4.1 written confirmation from the Purchaser’s bankers that the amounts payable by the Purchaser in respect of the Cash Payment in terms of clause 6 have been electronically transferred in accordance with the written instructions of the Sellers; and

7.4.2 if Consideration Shares are included in the Purchase Price, written confirmation from its broker or CSDP that they have been irrevocably and unconditionally instructed to register the Consideration Shares in the names of the Sellers in accordance with the written instructions of the Sellers, and that such instruction has been executed and effected in accordance with the standard transfer practices of the ASX and CHESS (with regards to Consideration Shares received by Pamodzi) and the JSE and STRATE (with regards to Consideration Shares received by Investco).

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8. Implementation Undertakings

8.1 Each of the Sellers, the Purchaser and Gold One undertakes that during the Completion Period it will use its reasonable commercial endeavours and will cooperate in good faith with each of the others to give effect to its respective implementation undertakings (the “Implementation Undertakings”) set out below in this clause 8.

8.2 Each of the Sellers undertakes (except in respect of clause 8.2.8, which Pamodzi alone undertakes) to procure, as soon as is reasonably possible after the Signature Date but in any event by not later than the Completion Date (unless otherwise specified):

8.2.1 that it will vote at a shareholders meeting of the Company in favour of a special shareholders resolution conditional upon the closing of the Transaction with regard to the adoption of a memorandum of incorporation for the Company, in the form to be provided by Purchaser to the Sellers, in order to ensure full compliance of the memorandum of incorporation of the Company with Schedule 10 of the JSE Listings Requirements and any applicable requirements of the ASX Listing Rules or the Corporations Act;

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8.2.2 to cause a notice of amendment in respect of the memorandum of incorporation referred to in clause 8.2.1 above to be filed in terms of the Companies Act on the Completion Date;

8.2.3 that it will not, whether directly or indirectly:

8.2.3.1 solicit, initiate, encourage, engage in or respond to any expression of interest, inquiry, proposal or offer by or from any non-party to this Agreement (an “Acquiring Person“) regarding any Acquisition Proposal;

8.2.3.2 encourage or participate in any discussions or negotiations with an Acquiring Person regarding any Acquisition Proposal;

8.2.3.3 agree to, approve or recommend an Acquisition Proposal; or

8.2.3.4 enter into any agreement related to an Acquisition Proposal;

8.2.4 that the Standard Bank Facility will be used to fund the reasonable working capital requirements of the Company during the Completion Period;

8.2.5 that the Company will implement the Rand Uranium Operating Strategy in accordance with its terms; provided that such terms may be amended by the Company with the written consent of the Purchaser;

8.2.6 that the Company will pay any long term incentive scheme benefits under the Company’s Management Long Term Incentive Plan that the Company’s employees may be entitled to as a consequence of this

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Agreement and the Sellers indemnify the Purchaser, in the Payment Ratio applicable to each Seller, regarding any and all claims which employees of the Company may have regarding the non-payment of such incentive scheme benefits;

8.2.7 that such Seller shall provide to the Purchaser a true copy of a written special resolution duly adopted by its shareholders in terms of Section 112 of the Companies Act; and

8.2.8 that Pamodzi Cooke shall provide to the Purchaser a true copy of the written shareholders and/or board of directors’ resolution, approval or authorisation that may be required by the Law of Mauritius, the country of its incorporation, in connection with the Transaction.

8.3 The Purchaser and Gold One undertake as follows:

Financing

8.3.1 The Debt Financing:

8.3.1.1 Gold One shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitment.

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8.3.1.2 Without limiting the generality of the foregoing, Gold One shall use its best efforts to:

8.3.1.2.1 maintain in effect the Debt Financing Commitment until the Transaction is completed,

8.3.1.2.2 satisfy on a timely basis all conditions and undertakings applicable to Purchaser or Gold One in the Debt Financing Commitment and otherwise comply with its obligations thereunder,

8.3.1.2.3 enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Financing Commitment,

8.3.1.2.4 finalise the Debt Financing at or prior to the date that is 75 days following the Signature Date, or such longer period as the Sellers may agree to in terms of clause 4.4,

8.3.1.2.5 enforce Purchaser’s rights under the Debt Financing Commitment, and

8.3.1.2.6 cause the lender providing the Debt Financing to fund on the Completion Date so as to implement the Transaction.

8.3.1.3 In furtherance of the foregoing, Gold One agrees that it shall use its best efforts to enter into definitive agreements with respect to the Debt Financing as contemplated by clause 8.3.1.2.3 above not later than the date that is 75 days following the Signature Date or such other date that the Sellers may agree to in writing and that any failure to do so shall be a material breach of this Agreement.

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8.3.1.4 Without limiting the generality of the foregoing, Purchaser and Gold One shall give Sellers prompt notice:

8.3.1.4.1 of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to any Debt Financing Commitment or definitive document related to the Debt Financing;

8.3.1.4.2 of the receipt of any written notice or other written communication from any person with respect to any (i) actual or potential breach, default, termination or repudiation by any party to any Debt Financing Commitment or any definitive document related to the Debt Financing or any provisions of the Debt Financing Commitment or any definitive document related to the Debt Financing or (ii) material dispute or disagreement between or among any parties to any Debt Financing Commitment or any definitive document related to the Debt Financing; and

8.3.1.4.3 if for any reason Gold One believes in good faith that (i) there is (or there is likely to be) a dispute or disagreement between or among any parties to any Debt Financing Commitment or any definitive document related to the Debt Financing or (ii) there is a material possibility that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Financing Commitment or the definitive documents related to the Debt Financing.

As soon as reasonably practicable, but in any event within five (5) Business Days after the date any Seller delivers to Gold One a written request, Gold One shall provide any information reasonably requested by such Seller relating to any circumstance referred to in clauses 8.3.1.4.1 to 8.3.1.4.3 above.

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8.3.1.5 If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, Gold One shall use its best efforts to arrange and obtain financing from alternative debt or equity financing sources in an amount sufficient to finalise the Transaction contemplated by this Agreement as promptly as practicable following the occurrence of such event but no later than the Suspensive Conditions Termination Date.

8.3.1.6 Gold One shall keep Sellers informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and concurrently provide copies of all documents provided to or by the lenders or otherwise related to the Debt Financing to Sellers.

8.3.2 Gold One shall fund or cause the funding of the Gold One Funding Amount to Purchaser no later than the Completion Date.

Gold One Approvals

8.3.3 From the Signature Date until the fulfilment or waiver (where permitted under this Agreement and Applicable Law) of the Suspensive Condition in clause 4.1.6, the Gold One Board shall not withhold, withdraw or modify in a manner adverse to the Sellers or publicly propose to withhold, withdraw or modify in a manner adverse to the Sellers the Gold One Board Recommendation.

8.3.4 In the event that Gold One shareholder approval is required for either the Transaction or the issue of the Consideration Shares (“Approval Items”) , Gold One shall use its best efforts to obtain such approval as promptly as possible following the Signature Date, including by:

8.3.4.1 not later than 15 Business Days following the Signature Date, providing to the Sellers irrevocable undertakings to vote for the Approval Items from so many of the Gold One shareholders as reasonably practicable;

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8.3.4.2 preparing a notice of meeting and accompanying proxy statement (“Notice”), to be sent to Gold One shareholders, relating to the meeting of such holders to consider the Approval Items;

8.3.4.3 unless the Sellers consent in writing to a later date, no later than 60 days following the Signature Date, causing the Notice to be mailed to Gold One shareholders;

8.3.4.4 Gold One providing a copy of the Notice to the Sellers not less than two (2) Business Days in advance of submitting the Notice to the ASX for approval, and reasonably consulting with the Sellers, during the two (2) Business Days following the provision of the Notice to Sellers, regarding any comments which the Sellers may have regarding factual inaccuracies in respect of the Sellers, the Company or the Transaction as recorded in the Notice; and

8.3.4.5 unless the Sellers consent in writing to a later date, causing a meeting of the Gold One shareholders to be held not later than 35 days after the mailing of the Notice in terms of clause 8.3.4.3 above, in accordance with Applicable Law and Gold One’s Founding Documents, for the purpose of obtaining Gold One shareholder approval of the Approval Items;

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Other Purchaser and Gold One Undertakings

8.3.5 Gold One shall do or cause to be done all things necessary, and take or cause to be taken all necessary actions, including the registration of the Consideration Shares, prior to the Completion Date such that the Consideration Shares are freely tradable on JSE and no escrow or other provisions restrict the on-sale of all or any of the Consideration Shares on the ASX on the Completion Date;

8.3.6 subject to the Purchaser being provided by the Company and/or the Sellers with all relevant documentation (including in particular all relevant insurance policies) and information reasonably required by the Purchaser for such purposes, the Purchaser shall procure that the existing directors’ and officers’ insurance policies of the Company will be maintained at the Company’s cost and for existing or improved levels of cover and on the basis that the existing directors and officers of the Company as at the Signature Date shall continue to enjoy cover under such policies for a period of 3 years after the Closing Date; and

8.3.7 Gold One and the Purchaser shall do or cause to be done all things necessary, and take or cause to be taken all necessary actions to procure that the JSE shall have approved in writing (which may include the granting of certain dispensations) the issuance and/or listing of the Consideration Shares, where such approval is required, subject only to such conditions, including the filing and/or amendment of documentation, as are accepted in writing by the Parties, acting reasonably.

8.4 The Purchaser, Gold One and each of the Sellers undertake:

8.4.1 that each of the Purchaser, Gold One and each of the Sellers shall (as a separate undertaking given by each Party) refrain from taking any action that would, or would reasonably be expected to, prevent or delay the fulfillment of the Suspensive Conditions or otherwise prevent or delay consummation of the Transaction.

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8.4.2 to use their respective reasonable commercial endeavours to procure, as soon as is reasonably possible after the Signature Date, but in any event by not later than the Completion Date:

8.4.2.1 the approval of Standard Bank and Standard Chartered Bank in terms of the Hedging Facilities and the Standard Bank Facility (the “Bank Facilities”) to the change in control of the Company resulting from the Transaction. To the extent that any or both of Standard Bank, and Standard Chartered Bank withholds their consent to the Transaction, or that any such consent is dependent on the Bank Facilities being reduced, the Purchaser shall provide the Company with the relevant funds on the Completion Date in order to enable the Company to discharge such Bank Facilities in full and the Cash Payment (but for the sake of clarity, not the Purchase Price) shall be reduced accordingly and the Balance Payment shall be increased accordingly in order to make up for the reduction of the Cash Payment; and

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8.4.2.2 the approval of Nedbank Limited in terms of the Rehabilitation Guarantee to the change in control of the Company resulting from the Transaction and to the extension of the Rehabilitation Guarantee until 30 June 2014. To the extent that Nedbank Limited withholds its consent to the Transaction and/or to the aforesaid extension of the Rehabilitation Guarantee or that any such consent is dependent on the terms of the Rehabilitation Guarantee being varied in any way whatsoever, the Purchaser undertakes to procure that the Nedbank Guarantee is replaced with a similar guarantee which is to the satisfaction of the DMR and which will be valid until 30 June 2014 so as to ensure continued compliance by the Company with relevant environmental Law. The cost of obtaining such consent and extension or replacement shall be deducted from the Cash Payment (but for the sake of clarity, not the Purchase Price) and the value of the Balance Payment shall be increased accordingly in order to make up for the reduction of the Cash Payment.

8.4.3 that, for the purposes of implementation of the Rand Uranium Operating Strategy, paragraph 3.7.4 of Annexure A hereto and the capital budget of the Company referred to in paragraph 3.7.8 of

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Annexure A hereto or otherwise in connection with operation of the Company during the Completion Period (the “Interim Funding Purposes”):

8.4.3.1 the Company shall utilise the undrawn portion of the Standard Bank Facility Amount;

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8.4.3.2 should the Standard Bank Facility Amount prove to be inadequate prior to the Completion Date for the Interim Funding Purposes, the Company shall be entitled to first request the Sellers in writing to lend and advance to it as Future Shareholder Loans, in proportion to their shareholdings in the Company, the amount or amounts from time to time that the Board reasonably assesses that the Company needs for the Interim Funding Purposes. The Sellers shall have the option but not the obligation to make any such Future Shareholder Loans and, if such Future Shareholder Loans are made, the following provision shall apply to them:

8.4.3.2.1 the Future Shareholder Loans may not exceed an aggregate total of R200,000,000.00 (two hundred million South African rand);

8.4.3.2.2 any Future Shareholder Loan advanced to the Company shall bear interest at the rate equal to JIBAR plus 250 basis points per annum from date of advance to the Completion Date; and

8.4.3.2.3 on the Completion Date the Purchaser shall provide a loan to the Company on shareholders loan account (which loan shall be in addition to the payment of the Purchase Price) to enable the Company to repay in full all Future Shareholder Loans (including any applicable unpaid interest, fees or other amounts payable), free of deduction and in accordance with the relevant terms applicable to such Future Shareholder Loans;

8.4.3.3 should the Sellers decline to make any of the Future Shareholder Loans referred to in clause 8.4.3.2 above, the Company shall be entitled to request the Purchaser to lend and advance to it the funding required by the Company for the Interim Funding Purposes. Should the Purchaser agree to make any such loan to the Company, such loan shall:

8.4.3.3.1 be on such terms and conditions agreed to in writing between the Company and the Purchaser;

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8.4.3.3.2 on the Completion Date such loan shall become a shareholder loan of the Purchaser to the Company; and

8.4.3.4 should any such loan be made by the Purchaser to the Company and the Transaction not be finalised and implemented, the Company shall repay to the Purchaser the full amount of all loans so advanced (including any applicable unpaid interest, fees or other amounts payable), free of deduction and in accordance with the relevant terms of such loans, forthwith on demand made in writing to the Company after the date of termination of this Agreement;

8.4.3.5 No Party shall have any claim against any other Party as a result of or in connection with any of the following:

8.4.3.5.1 the Standard Bank Facility Amount being inadequate for the Interim Funding Purposes and the Sellers not being prepared to make any or sufficient Future Shareholder Loans available to the Company for the Interim Funding Purposes; or

8.4.3.5.2 the Purchaser not being prepared to make and advance to the Company the loans described in clause 8.4.3.3 above or being prepared to make and advance such loans but in an amount or amounts insufficient for the Interim Funding Purposes.

9. Warranties of the Sellers

9.1 Subject to the Disclosure Material:

9.1.1 Pamodzi and Pamodzi Cooke give the Purchaser the Pamodzi Warranties;

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9.1.2 Investco gives the Purchaser the Investco Warranties; and

9.1.3 the Sellers give the Purchaser the Seller Warranties;

on the terms and conditions set out herein.

9.2 The Warranties are, unless otherwise stated in respect of any Warranty, (in which case the specified date or period shall apply), given as at the Signature Date and as at the Completion Date.

9.3 The Warranties are limited and qualified:

9.3.1 by the provisions of clauses 10 and 11;

9.3.2 to the extent to which any fact or circumstance giving rise to such limitation or qualification has been disclosed in the Disclosure Material;

9.3.3 by the actual knowledge of the Purchaser or Gold One as at the Signature Date;

9.3.4 by any information which is publicly available to the Purchaser or Gold One; and

9.3.5 by anything which arises as a result of any change of Law.

9.4 Save as set out herein, the Sale Shares are sold “voetstoots” and without any warranties of any nature (whether express, tacit or arising by operation of law) whatsoever, the Purchaser irrevocably waiving any right to rely thereon and agreeing that all its other common law remedies are specifically excluded.

9.5 Each of the Purchaser and Gold One acknowledges that it has completed the Due Diligence and it does not know of, or have any ground to suspect, anything which may be or would be with the lapse of time or giving of notice, be likely to become a breach of a Warranty.

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9.6 Each Party shall not be liable to the other Party for any indirect or consequential loss in any circumstances.

10. Limitations on Warranty and Undertaking claims against the Sellers

10.1 Pamodzi and Pamodzi Cooke shall be liable to the Purchaser for any breach of the Pamodzi Warranties (“Pamodzi Warranty Claims”) and any breach by Pamodzi or Pamodzi Cooke of any undertaking by them in this Agreement (“Pamodzi Undertaking Claims”) and shall indemnify the Purchaser in respect thereof, to the extent described in this clause 10.

10.2 Investco shall be liable to the Purchaser for any breach of the Investco Warranties (“Investco Warranty Claims”) and any breach by Investco of any undertaking by it in this Agreement (“Investco Undertaking Claims”) and shall indemnify the Purchaser in respect thereof, to the extent described in this clause 10.

10.3 The liability of the Sellers in respect of claims made under the Seller Warranties (“Seller Warranty Claims”) and/or claims for a breach of any undertaking of the Sellers other than a Pamodzi Undertaking Claim or an Investco Undertaking Claim (“Seller Undertaking Claims”) shall be several (and not joint), in the Payment Ratio applicable to each Seller; provided that liability for Seller Undertaking Claims prior to the Completion Date shall be several (and not joint), with 88.5% of such liability allocated to Pamodzi and 11.5% allocated to Investco. Any Seller Warranty Claim and Seller Undertaking Claim must be made separately against both Sellers and not one of them only.

10.4 No Warranty Claim, or Undertaking Claim made after the Completion Date, shall be made against the Sellers (or any one Seller) for an amount less than USD2,500,000.00 (two million five hundred thousand United States dollars) per claim (the “Claims Threshold”).

10.5 Where a Warranty Claim, or Undertaking Claim made after the Completion Date, exceeds the Claims Threshold:

10.5.1 the Sellers will be severally liable to the Purchaser for any Seller Warranty Claims, and any Seller Undertaking Claims made after the Completion Date, pro rata in the Payment Ratio;

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10.5.2 Pamodzi shall be liable to the Purchaser for any Pamodzi Warranty Claim, and any Pamodzi Undertaking Claim made after the Completion Date;

10.5.3 Investco shall be liable to the Purchaser for any Investco Warranty Claim, and any Investco Undertaking Claim made after the Completion Date;

for the amount of the Warranty Claim or the Undertaking Claim; provided that if any such claim is brought for an amount in excess of the Claims Threshold and is proven for less than the Claims Threshold, the Purchaser shall not be entitled to recover any amount under such claim and shall be liable for all attorney and client costs incurred by the Sellers in defending or investigating such claim.

10.6 The maximum aggregate liability of the Sellers in respect of all Warranty Claims, and all Undertaking Claims made after the Completion Date, shall be limited to the Escrow Amount, save with regard to any claim made in connection with the Pamodzi Warranties set forth in paragraphs 1.5 to 1.8 of Annexure A hereto, the Investco Warranties set forth in paragraphs 2.5 to 2.7 of Annexure A hereto and the Seller Warranties set forth in paragraph 3.1.13 of Annexure A hereto, in which regard the maximum aggregate liability of the Sellers in respect of such Warranty Claims shall be limited to the portion of the Purchase Price received by such Seller together with interest, at a rate equal to JIBAR plus 450 basis points per annum, accrued on such amount from the Completion Date to the date on which all or any portion of such amount is paid to the Purchaser pursuant to such Warranty Claims.

10.7 To the extent that the Purchaser recovers any amount in respect of any matter which may give rise to a Warranty Claim or Undertaking Claim under any insurance policy or other right of recourse available to the Purchaser

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prior to instituting any Warranty Claim or Undertaking Claim, the amount that the Purchaser may claim shall be the full amount of its damages up to the maximum aggregate liability as provided for in clause 10.6, plus any costs incurred by the Purchaser in making such recovery, reduced by the amount of such recovery.

10.8 To the extent that the Purchaser receives, or will receive, a tax benefit in respect of any matter which may give rise to a Warranty Claim or Undertaking Claim, the amount that the Purchaser may claim shall be the full amount of its damages up to the maximum aggregate liability as provided for in clause 10.6, plus any costs incurred by the Purchaser in receiving such benefit, reduced by the amount of such tax benefit.

10.9 If any payment is made by the Sellers in respect of any Warranty Claim or Undertaking Claim and the Purchaser subsequently recovers an amount in respect of the matter giving rise to such claim from a third party (including any insurer), such that the aggregate of the recoveries exceeds the Purchaser’s damages, the Purchaser shall repay to the Sellers (in the ratio in which the Sellers paid the original Warranty Claim or Undertaking Claim) an amount equal to the excess over the damages suffered by the Purchaser. However, if the cap on Warranty Claims and Undertaking Claims precluded the Purchaser from recovering the full amount of its damages from the Sellers, the provisions of the preceding sentence shall only operate to the extent that the Purchaser has recovered its full damages.

10.10 If the Purchaser has a right of recovery under an insurance policy in respect of any matter warranted by the Sellers or in respect of any matter covered by an undertaking of Seller, the Purchaser shall be obliged to make a claim under such policy for the maximum amount that it is able to recover under such policy in respect of the matter. The fact that the Purchaser has an obligation to make such an insurance claim shall not however preclude the Purchaser from lodging a Warranty Claim or an Undertaking Claim to ensure that such Warranty Claim or Undertaking Claim is brought within the time period specified in clause 10.13. If:

10.10.1 the insurer repudiates such insurance claim in full, the Purchaser shall cede its rights of action against the insurer arising from such repudiation to the Sellers upon demand by the Sellers, and against payment by the Sellers of the full amount of the Warranty Claim or the Undertaking Claim. To the extent that the cap on Warranty Claims and Undertaking Claims results in the Purchaser not recovering the full amount of its damages no such cession of action shall be required but the provisions of clause 10.9 shall be applicable;

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10.10.2 the insurer offers to pay out an amount less than the amount claimed, the Purchaser shall promptly notify the Sellers of this fact prior to accepting the amount proposed by the insurer and the Sellers shall respond promptly. Should the Sellers accept the amount offered by the insurer, the Purchaser may proceed to recover the balance of the claim from the Sellers, subject to the cap on Warranty Claims and Undertaking Claims. Should the Sellers not accept such offer within 10 Business Days of it being made, the provisions of clause 10.10.1 shall apply, mutatis mutandis.

10.11 If the Purchaser has any other right of recovery in respect of a matter giving rise to a Warranty Claim or an Undertaking Claim it shall be entitled to make a Warranty Claim or an Undertaking Claim notwithstanding such right. Against payment of the amount of the Warranty Claim or the Undertaking Claim proven or admitted, and provided that such amount equals the Purchaser’s damages, plus costs, the Purchaser, as the case may be, shall either cede its right of action against the third party to the Sellers, or, should the Sellers so request in writing and provide an indemnity to the Purchaser to the Purchaser’s reasonable satisfaction, (including without limitation against all costs, not as limited by any scale, incurred by the Purchaser in enforcing the rights concerned), institute proceedings in the name of the Purchaser against the third party. In this case the Sellers shall be entitled to appoint the legal representatives to institute and prosecute the claim and to control and direct the Purchaser’s strategy with respect to such claim.

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10.12 Without prejudice to the Purchaser’s right to recover damages which it may suffer as a result of a breach of a Warranty or an undertaking of Sellers, if at any time after the Completion Date any claim is made against the Purchaser, or any liability (actual or contingent) comes to the attention of the Purchaser (a “Third Party Claim”) which may give rise to a Warranty Claim or an Undertaking Claim, then the Purchaser shall:

10.12.1 promptly notify the Sellers of such Third Party Claim together with full details of the circumstances giving rise to such Third Party Claim and give the Sellers reasonable access at the cost of the Sellers to the relevant books and records of the Purchaser for the purposes of assessing such Third Party Claim;

10.12.2 not compromise or settle such Third Party Claim without the prior written consent of the Sellers (which shall not be unreasonably withheld);

10.12.3 allow the Sellers to contest the Third Party Claim concerned in the name of the Purchaser and to control the proceedings in regard thereto, provided that the Sellers (severally in the Payment Ratio) indemnify the Purchaser, on terms reasonably acceptable to the Purchaser, against all costs (not as limited by any scale) which may be incurred as a consequence thereof; and

10.12.4 provide the Sellers with all reasonable assistance required for the purposes of contesting the Third Party Claim at the Sellers’ cost.

10.13 The Purchaser shall be obliged to give written notice of a Warranty Claim or an Undertaking Claim setting out the claim in reasonable detail by no later than close of business on the last day of the twelfth month after the month in which the Completion Date falls (“the Claim Expiry Date”) failing which the Purchaser shall not be entitled to make any Warranty Claims or Undertaking Claims, provided that, if the Purchaser gives the Sellers written notice of a Warranty Claim or an Undertaking Claim within such period the relevant Warranty will survive for as long as may be necessary for the Warranty Claim or the Undertaking Claim to be finally resolved, subject to the

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Purchaser commencing proceedings against the Sellers in respect of such claims by no later than sixty days after the Claim Expiry Date unless any of clauses 10.10 to 10.12 are applied, in which case such proceedings shall be instituted within a reasonable time of concluding the processes set out in such clauses.

10.14 This clause 10 shall constitute the sole and exclusive remedy after the Completion Date for recovery of damages by the Purchaser arising from or relating to this Agreement or the transactions contemplated hereby.

11. Security for Warranty and Undertaking Claims

11.1 The Escrow Amount (exclusive of interest earned thereon in the Escrow Account) shall serve as security for the obligations of the Sellers to make payment of any amount due in respect of a breach of Warranty or a breach of undertaking of any Seller. The Purchaser’s only recourse after the Completion Date for recovery of damages arising from or relating to this Agreement or the transactions contemplated hereby, including for breach of Warranty or an undertaking of any Seller, shall be for payment of all or a part of the Escrow Amount.

11.2 A Seller may substitute its pro rata portion (in accordance with the Payment Ratio) of the Escrow Amount with a first demand bank guarantee acceptable to the Purchaser, acting reasonably.

11.3 The Escrow Agreement shall provide that no amount shall be paid from the Escrow Account by the Escrow Agent unless:

11.3.1 such amount represents interest earned on such monies from their investment in the Escrow Account, which the Escrow Agent shall pay to the Sellers every 6 months in arrears;

11.3.2 in the case of a substitution as contemplated by clause 11.2, the Escrow Agent has received a written payment instruction signed by the Purchaser and the Seller effecting the substitution, specifying the amount substituted. In this case payment of the amount substituted, plus interest earned thereon, shall be made to the Seller effecting the substitution;

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11.3.3 the Sellers and/or the Purchaser deliver to the Escrow Agent a written notice signed by the Sellers and the Purchaser instructing the Escrow Agent to pay an amount specified in the notice to the Purchaser in settlement of an agreed or proven Warranty Claim or Undertaking Claim;

11.3.4 the Sellers and/or the Purchaser deliver to the Escrow Agent a copy of a final judgement or arbitration order in favour of the Purchaser reflecting the amount due to the Purchaser in respect of a proven Warranty Claim or Undertaking Claim. In this case the amount to be paid shall be the amount reflected in the judgement or arbitration award (including costs) (pro rated if required to take account of any substitution effected pursuant to clause 11.2);

11.3.5 within 30 days after the Claim Expiry Date (and if there are pending but not yet proven Warranty Claims or Undertaking Claims at that date (“Pending Claims”), the Sellers and/or the Purchaser deliver to the Escrow Agent a written notice signed by the Sellers and the Purchaser (and the Sellers and the Purchaser shall be obliged to deliver such written notice) instructing the Escrow Agent to refund to the Sellers the balance standing to the credit of the Escrow Account, less the value of the Pending Claims (which value shall include the capital amount, interest for the period up to the expected payment date and costs of the Pending Claim, pro rated if applicable to take account of substitutions effected pursuant to clause 11.2);

11.3.6 within 30 days after final resolution and payment of all Warranty Claims and Undertaking Claims that were Pending Claims at the Claim Expiry Date, the Sellers and/or the Purchaser deliver to the Escrow Agent a written notice signed by the Sellers and the Purchaser (and the Sellers and the Purchaser shall be obliged to deliver such written notice) instructing the Escrow Agent to refund to the Sellers (excluding any Seller who effected a substitution pursuant to clause 11.2) the balance

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standing to the credit of the Escrow Account; provided that the Escrow Agent shall at all times be entitled to effect payment in accordance with any final judgement or arbitration order instructing or authorising payments from the Escrow Account.

11.4 The Purchasers and the Sellers undertake to act in good faith and promptly with respect to any notice required to be signed and/or given by them in connection with the payment of any money from the Escrow Account.

12. Warranties and Representations by the Purchaser and Gold One

12.1 Each of the Purchaser and Gold One warrants and represents to the Sellers as at the Signature Date and the Completion Date that:

12.1.1 it is and shall remain validly incorporated in accordance with the Applicable Laws;

12.1.2 it has and shall continue to have the necessary legal capacity to enter into and perform each of its obligations under this Agreement;

12.1.3 the execution of this Agreement and performance by each of the Purchaser and Gold One of its obligations hereunder does not and shall not:

12.1.3.1 contravene any law or regulation to which it is subject; or

12.1.3.2 contravene any provision of its constitutional documents; or

12.1.3.3 conflict with, or result in a breach of any of the terms of, or constitute a default under any agreement or other instrument to which the Purchaser or Gold One is a party or subject or by which it or any of its assets are bound;

12.1.4 except for Qinisele Resources, whose costs and fees will be paid entirely by Gold One, Gold One was not introduced to the Transaction by any broker, finder or arranger;

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12.1.5 the provisions of this Agreement are and shall remain legally binding on the Purchaser and Gold One and the execution and performance of all rights and obligations imposed on the Purchaser and Gold One pursuant to this Agreement constitute legal, valid, binding and enforceable rights and obligations of the Purchaser and Gold One;

12.1.6 at a meeting duly called and held prior to the Signature Date, the Gold One Board has unanimously:

12.1.6.1 approved, adopted and declared advisable this Agreement and the Transaction; and

12.1.6.2 resolved to recommend to Gold One shareholders, in the event that Gold One shareholder approval is required, the approval and adoption of this Agreement (including recommending approval of the issuance of the Consideration Shares by Gold One’s shareholders, if such approval is required (such recommendation, the “Gold One Board Recommendation”); and

12.1.7 a true, complete and correct copy of the Debt Financing Commitment is attached hereto as Annexure F. The Debt Financing Commitment has not been amended or modified prior to the Signature Date, no such amendment is contemplated, and the respective commitments contained in the Debt Financing Commitment have not been withdrawn or rescinded in any respect. Gold One has fully paid any and all commitment fees or other fees in connection with the Debt Financing Commitment that are payable on or prior to the Signature Date. There are no conditions precedent or other contingencies related to the funding of the full amount of the Cash Payment, other than as expressly set forth in or expressly contemplated by the Debt Financing Commitment. Gold One has no reason to believe that any of the conditions contemplated by the Debt Financing Commitment will not be satisfied. Subject to the fulfilment of the Suspensive Condition contained in clause 4.1.2, the Purchaser will have at and after the Completion Date funds sufficient to pay the Cash Payment. Gold One does not have any reason to believe that the Debt Financing or the Gold One Funding Amount will not be available on the Completion Date.

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12.2 Gold One gives the Sellers the Consideration Shares Warranties at the Completion Date.

12.3 Save for any indirect or consequential loss suffered by the Sellers and the Company, the Purchaser and Gold One jointly and severally indemnify the Sellers and the Company for any damages that they may suffer as a result of any breach of the representations and warranties given by it in this clause.

13. Confidentiality

13.1 Without the prior written consent of the other Parties, each Party will keep confidential and will not disclose to any person:

13.1.1 the details of this Agreement, the details of the negotiations leading to this Agreement, and the information provided to such Party during the course of negotiations, as well as the details of all the transactions or agreements contemplated in this Agreement; and

13.1.2 all information relating to the business or the operations and affairs of the Parties;

(together “Confidential Information”).

13.2 The Parties agree to keep all Confidential Information confidential and to disclose it only to their officers, directors, employees, consultants and professional advisers who:

13.2.1 have a need to know (and then only to the extent that each such person has a need to know);

13.2.2 are aware that the Confidential Information should be kept confidential;

13.2.3 are aware of the disclosing Party’s undertaking in relation to such information in terms of this Agreement; and

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13.2.4 have been directed by the disclosing Party to keep the Confidential Information confidential and have undertaken to keep the Confidential Information confidential.

13.3 The obligations of the Parties in relation to the maintenance and non-disclosure of Confidential Information in terms of this Agreement is subject to the terms and conditions of the Project Maverick Confidentiality and Non-disclosure Agreement and do not extend to information that:

13.3.1 is disclosed to the receiving Party in terms of this Agreement but at the time of such disclosure such information is known to be in the lawful possession or control of that Party and not subject to an obligation of confidentiality;

13.3.2 is or becomes public knowledge, otherwise than pursuant to a breach of this Agreement by the Party who disclosed such Confidential Information;

13.3.3 is required by the provisions of any law, statute or regulation, or during any court proceedings, or by the rules or regulations of any recognised stock exchange to be disclosed and subject to the provisions of clause 13.4, the Party required to make the disclosure has taken all reasonable steps to oppose or prevent the disclosure of and to limit, as far as reasonably possible, the extent of such disclosure and has consulted with the other Parties prior to making such disclosure.

13.4 Save for compliance by a Party with the requirements of any Applicable Law, or of the JSE Listings Requirement, ASX Listing Rules or ASIC requirements, no Party shall publish any announcement of the existence or terms of this Agreement without the prior written consent of the other Parties, which shall not be unreasonably withheld. The Parties shall use their reasonable commercial endeavours to allow the other Parties to review and comment in advance of any required announcement.

14. Breach

14.1 If:

14.1.1 the Purchaser fails to effect payment of the Purchase Price on the Completion Date as contemplated by clause 6.1; or

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14.1.2 the Sellers fail to discharge the obligations imposed on them by clause 7.1 on the Completion Date; or

14.1.3 a Party breaches any other provision of this Agreement and remains in breach for 14 days after receipt of written notice from any Seller (in the event of a breach by the Purchaser or Gold One) or from the Purchaser or Gold One (in the event of a breach by a Seller) requiring it to rectify the breach;

that Party shall be in default.

14.2 If Gold One or the Purchaser, on the one hand, or either Seller, on the other hand, is in default either Seller (in the case of a default by Gold One or the Purchaser) and Gold One or the Purchaser (in the case of a default by either Seller) shall be entitled at their option (and without prejudice to any other rights that they may have at law):

14.2.1 to sue for specific performance of the defaulting Party’s obligations under this Agreement, with or without a claim for damages; or

14.2.2 (either as an alternative to a claim in terms of 14.2.1 or upon the abandonment of such a claim) to cancel this Agreement by notice in writing to the defaulting Party and any other Party and to sue for such damages as that Party may have suffered as a result of the cancellation.

14.3 Notwithstanding the preceding provisions of this clause 14 no Party may cancel this Agreement as a result of a breach unless such breach is either:

14.3.1 a failure by the Purchaser to pay the Purchase Price; or

14.3.2 a failure by a Seller to deliver the documents required by clause 7;

14.3.3 a breach by the Purchaser or Gold One of the provisions in clauses 8.3.1 or 8.3.2.

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If this Agreement is cancelled by Sellers because of clause 14.3.3, then Purchaser shall promptly, but in no event later than two (2) Business Days after the date of such cancellation, pay to Sellers the Break Fee in the ratio set out in clause 4.9 (88.5% to Pamodzi and 11.5% to Investco). The Sellers shall provide the Purchaser with details of the relevant bank accounts into which such payments must be made. Any amount owing in terms of this clause but which remains unpaid shall bear interest at the Interest Rate from the scheduled date of payment until the actual date of payment.

15. Arbitration

15.1 separate, divisible agreement

This clause is a separate, divisible agreement from the rest of this Agreement and shall:

15.1.1 not be or become void, voidable or unenforceable by reason only of any alleged misrepresentation, mistake, duress, undue influence, impossibility (initial or supervening), illegality, immorality, absence of consensus, lack of authority or other cause relating in substance to the rest of the Agreement and not to this clause. The Parties intend that any such issue shall be subject to arbitration in terms of this clause;

15.1.2 remain in effect even if the Agreement terminates or is cancelled.

15.2 disputes subject to arbitration

Any dispute arising out of or in connection with this Agreement or the subject matter of this Agreement including, without limitation, any dispute concerning:

15.2.1 the existence of the Agreement apart from this clause, including whether or not the Suspensive Conditions have been timeously fulfilled;

15.2.2 the interpretation and effect of the Agreement;

15.2.3 the Parties’ respective rights or obligations under the Agreement;

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15.2.4 the rectification of the Agreement;

15.2.5 the breach, termination or cancellation of the Agreement or any matter arising out of the breach, termination or cancellation;

15.2.6 damages in delict, compensation for unjust enrichment or any other claim, whether or not the rest of the Agreement apart from this clause is valid and enforceable;

shall be decided by arbitration as set out in this clause.

15.3 appointment of arbitrator

15.3.1 The Parties shall agree on the arbitrator who shall be an attorney or advocate on the panel of arbitrators of the Arbitration Foundation of Southern Africa (“AFSA”). If agreement is not reached within 10 days after either Party in writing calls for agreement, the arbitrator shall be an attorney or advocate nominated by the Chairman of AFSA for the time being or should AFSA, for any reason, have ceased to exist at the time of the referral of the Dispute to arbitration, by the chairperson for the time being of the Law Society of the Northern Provinces, South Africa or its successor.

15.3.2 The request to nominate an arbitrator shall be in writing outlining the claim and any counterclaim of which the Party concerned is aware and, if desired, suggesting suitable nominees for appointment, and a copy shall be furnished to the other Party who may, within 7 days, submit written comments on the request to the addressor of the request.

15.4 venue and period for completion of arbitration

The arbitration shall be held in Sandton and the Parties shall endeavour to ensure that it is completed within 90 days after notice requiring the claim to be referred to arbitration is given.

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15.5 Arbitration Act: rules

The arbitration shall be governed by the Arbitration Act 1965 or any replacement Act and shall take place in accordance with the Commercial Arbitration Rules of AFSA.

15.6 urgent interim relief

The provisions of this clause 15 shall not prevent any Party from approaching any court of competent jurisdiction for urgent interim relief.

16. Miscellaneous matters

16.1 addresses

16.1.1 The Parties choose the following addresses to which notices must be given, and at which documents in legal proceedings must be served (i.e. their domicilia citandi et executandi), in connection with this Agreement:

in the case of Pamodzi:

postal address:	Pamodzi House
	1st Floor
	5 Willowbrook Close
	Melrose North
	Atholl
	Republic of South Africa
physical address:	Pamodzi House
	1st Floor
	5 Willowbrook Close
	Melrose North
	Atholl
	Republic of South Africa
current fax no:	+27 11 252 8616
with a copy to:
postal address	First Reserve International
	Limited
	7th Floor, 25 Victoria Street
	London, SW1H OEX
	United Kingdom

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in the case of Pamodzi Cooke:

postal address:	Abax Corporate Services Ltd
	6th Floor, Tower A, 1
	CyberCity, Ebene, Mauritius
physical address:	Abax Corporate Services Ltd
	6th Floor, Tower A, 1
	CyberCity, Ebene, Mauritius
current fax no:	+230 403 6060
with a copy to:
postal address	First Reserve International
	Limited
	7th Floor, 25 Victoria Street
	London, SW1H OEX
	United Kingdom

16.1.1.1 in the case of Investco:

postal address:	Postal address
	P.O. Box 2
	Randfontein
	1760
	South Africa
physical address:	ARMgold/Harmony Joint
	Investment Company (Proprietary)
	Limited
	Block 27
	Randfontein Office Park
	Corner Main Reef Road & Ward
	Avenue
	Randfontein
	1759
	Republic of South Africa
current fax no:	+27 11 692 3879

16.1.1.2 in the case of the Purchaser or Gold One:

postal address:	Postnet Suite 345
	Private Bag X30500
	Houghton, 2041
	Gauteng
	South Africa

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physical address:	45 Empire Road
	First Floor
	Parktown, 2193
	Gauteng
	South Africa
current fax no	+27 11 726 1087

16.1.2 Notices given to the above addresses shall be deemed to have been duly given:

16.1.2.1 on delivery, if delivered to the Party’s physical address;

16.1.2.2 on the same day of transmission if sent by facsimile to the Party’s then fax number, with receipt received confirming completion of transmission.

16.1.3 A Party may change that Party’s addresses for this purpose, by notice in writing to the other Parties, provided that the new addresses include a physical address in the Republic of South Africa.

16.2 entire contract

This Agreement contains all the express provisions agreed on by the Parties with regard to the subject matter of the agreement and the Parties waive the right to rely on any alleged express provision not contained in this Agreement.

16.3 no representations

A Party may not rely on any representation which allegedly induced that Party to enter into this Agreement, unless the representation is recorded in this Agreement.

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16.4 variation, cancellation and waiver

No contract varying, adding to, deleting from or cancelling this Agreement, and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by or on behalf of the Parties.

16.5 indulgences

The grant of any indulgence by a Party under this Agreement shall not constitute a waiver of any right by the grantor or prevent or adversely affect the exercise by the grantor of any existing or future right of the grantor.

16.6 cession

A Party may not cede or delegate that Party’s rights or obligations under this Agreement without the prior written consent of the other Parties, save that the Purchaser shall be entitled at any time after the Signature Date to cede and assign to Investec Bank Limited or such other debt or equity source which has advanced to the Purchaser the funds required to make the Cash Payment to the Sellers, effective as of the Completion Date, all of its rights to payment arising from a breach by any Seller of the Warranties or any release of funds from the Escrow Amount.

16.7 applicable law

This Agreement is to be interpreted and implemented in accordance with the law of the Republic of South Africa.

16.8 overdue amounts

All amounts due and payable which remain unpaid by one Party to any other in terms of this Agreement shall bear interest from the due date to date of payment. Such interest shall be calculated at the Interest Rate and shall be compounded monthly in arrear.

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16.9 jurisdiction

The Parties irrevocably consent to the exclusive jurisdiction of the courts of the Republic of South Africa for the resolution of all disputes and the determination of all matters arising from this Agreement, and in particular consent to the jurisdiction of the South Gauteng High Court, Johannesburg.

16.10 costs and related issues

16.10.1 Each Party shall bear its own legal costs of and incidental to the negotiation, preparation, settling, signing and implementation of this Agreement.

16.10.2 Any costs, including attorney and own client costs and value added tax, incurred by a Party arising out of a breach by any other Party shall be borne by the Party in breach.

16.11 invalidity and severability

If any of the provisions of this Agreement becomes invalid, illegal, or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way by such invalidity, illegality or unenforceability.

16.12 Counterparts

This Agreement may be executed in counterparts by the Parties hereto, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.

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Signed at JOHANNESBURG on 20 MAY 2011

Witness
	PAMODZI URANIUM (PROPRIETARY) LIMITED
	G.H. KEMP

Signature Page to the Sale of Shares Agreement

Signed at JOHANNESBURG on      MAY 2011

Witness    Josephine Eichner	David Schuler
	PAMODZI COOKE (PROPRIETARY) LIMITED

Signature Page to the Sale of Shares Agreement

Signed at JOHANNESBURG on 21 MAY 2011

Witness
	ARMGOLD HARMONY JOINT INVESTMENT COMPANY (PROPRIETARY) LIMITED

Signature Page to the Sale of Shares Agreement

For	GOLD ONE INTERNATIONAL LIMITED
Signature:
	director	secretary
	who warrants that he / she is duly authorised	who warrants that he / she is duly authorised
	thereto	thereto
Name:	Neal Froneman	Pierre Kruger
Date:	21 May 2011	21 May 2011
Place:	Johannesburg	Johannesburg
Witness:
Name:	Christopher Chadwick	Christopher Chadwick

Signature Page to the Sale of Shares Agreement

For	NEWSHELF 1114 (PROPRIETARY) LIMITED
Signature:
	director	secretary
	who warrants that he / she is duly authorised	who warrants that he / she is duly authorised
	thereto	thereto
Name:	Neal Froneman	Pierre Kruger
Date:	21 May 2011	21 May 2011
Place:	Johannesburg	Johannesburg
Witness:
Name:	Christopher Chadwick	Christopher Chadwick

Signature Page to the Sale of Shares Agreement

Signed at JOHANNESBURG on      MAY 2011

Witness
	RAND URANIUM (PROPRIETARY) LIMITED

Signature Page to the Sale of Shares Agreement

Annexure A - Warranties

Each Warranty given below is and will:

1. be a separate Warranty and will in no way be limited or restricted by inference from the terms of any other Warranty, provided that any disclosure contained in the Disclosure Material shall qualify each Warranty to which such disclosure is relevant;

2. continue and remain in force for the periods contemplated by this Agreement, notwithstanding the completion of transactions contemplated in this Agreement;

3. be deemed to a representation of fact inducing the Purchaser to enter into this Agreement;

4. be deemed to be material; and

5. insofar as it is promissory or relates to a future event, shall be deemed to have been given as at the date of fulfilment of the promise or the happening of the future event, as the case may be.

Where a Warranty is recorded as being given “to Company’s knowledge” (or any similar wording), such knowledge shall be deemed to be the actual knowledge of any of the individuals listed in Annexure G.

1. Pamodzi Warranties

1.1 Pamodzi and Pamodzi Cooke are and shall remain validly incorporated in accordance with the Applicable Laws (as applicable in Mauritius with regards to Pamodzi Cooke).

1.2 Pamodzi and Pamodzi Cooke are have and shall continue to have the necessary legal capacity to enter into and perform each of their obligations under this Agreement.

1.3 The execution of this Agreement and performance by Pamodzi and Pamodzi Cooke of their obligations hereunder does not and shall not:

1.3.1 contravene any law or regulation to which Pamodzi and Pamodzi Cooke are subject; or

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1.3.2 contravene any provision of Pamodzi’s and Pamodzi Cooke’s Founding Documents; or

1.3.3 conflict with, or result in a breach of any of the terms of, or constitute a default under any agreement or other instrument to which Pamodzi and/or Pamodzi Cooke are a party or subject or by which they or any of their assets are bound.

1.4 The provisions of this Agreement are and shall remain legally binding on Pamodzi and Pamodzi Cooke and the execution and performance of all rights and obligations imposed on Pamodzi and Pamodzi Cooke pursuant to this Agreement constitute legal, valid, binding and enforceable rights and obligations of Pamodzi and Pamodzi Cooke.

1.5 Pamodzi is the registered holder, and Pamodzi Cooke the beneficial owner, of the “A” Shares.

1.6 Pamodzi and Pamodzi Cooke will be able, entitled and authorised validly and effectively to transfer the “A” Shares to the Purchaser free and clear of any encumbrance.

1.7 Except for such resolution, authorization or approval that Pamodzi Cooke provides to the Purchaser in accordance with clause 8.2.8 of this Agreement, Pamodzi Cooke does not require any special resolution, authorisation or approval by its shareholders or board of directors to dispose of and transfer the “A” Shares to the Purchaser in terms of this Agreement.

1.8 No person has any right or option or right of first refusal to acquire any of the “A” Shares, nor are any of the “A” Shares subject to any lien or other preferential right. Pamodzi and Pamodzi Cooke are entitled to dispose of the “A” Shares to the Purchaser and upon delivery the Purchaser will become the beneficial owner of the “A” Shares to the exclusion of all others.

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1.9 The BEE structure of the Company has not been altered in any manner which would materially affect any rights granted to the Company under MPRD Act.

2. Investco Warranties

2.1 Investco is and shall remain validly incorporated in accordance with the Applicable Laws.

2.2 Investco has and shall continue to have the necessary legal capacity to enter into and perform each of its obligations under this Agreement.

2.3 The execution of this Agreement and performance by Investco of its obligations hereunder does not and shall not:

2.3.1 contravene any law or regulation to which Investco is subject; or

2.3.2 contravene any provision of Investco’s Founding Documents; or

2.3.3 conflict with, or result in a breach of any of the terms of, or constitute a default under any agreement or other instrument to which Investco is a party or subject or by which it or any of its assets are bound.

2.4 The provisions of this Agreement are and shall remain legally binding on Investco and the execution and performance of all rights and obligations imposed on Investco pursuant to this Agreement constitute legal, valid, binding and enforceable rights and obligations of Investco.

2.5 Investco is the registered holder and beneficial owner of the Ordinary Shares.

2.6 Investco will be able, entitled and authorised validly and effectively to transfer the Ordinary Shares to the Purchaser free and clear of any encumbrance.

2.7 No person has any right or option or right of first refusal to acquire any of the Ordinary Shares, nor are any of the Ordinary Shares subject to any lien or other preferential right. Investco is entitled to dispose of the Ordinary Shares to the Purchaser and upon delivery the Purchaser will become the beneficial owner of the Ordinary Shares to the exclusion of all others.

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3. Sellers Warranties and Indemnities

3.1 Registration and capacity

3.1.1 The Company is a private company, duly registered in accordance with the provisions of the Companies Act.

3.1.2 No steps have been taken or are contemplated in respect of the Company in terms of section 82 of the Companies Act.

3.1.3 No steps have been taken or are contemplated by the Sellers, nor, to the best of the Sellers’ knowledge and belief, by any third party, to apply for the winding up of the Company.

3.1.4 The Company has the capacity in terms of its Founding Documents to carry on its business currently carried on by the Company.

3.1.5 Save for a water use license in respect of which an application has been submitted, the Company will have all such material licences, consents, permits and other authorities prescribed by law for the lawful conduct of its business in the manner in which it is presently conducted including the necessary import and export permits. Save as disclosed, the Sellers and the Company are not aware of any facts or circumstances which may result in the cancellation or material alteration or non-renewal of any such licences, consents, permits, approvals or other authorities or, in respect of the water use license, the rejection of the application therefor.

3.1.6 There are no agreements, arrangements, commitments, understandings, judgments, orders, warrants, writs, injunctions or decrees binding upon the Company that has or could have the effect of prohibiting or materially restricting or impairing any business practice of the Company, any acquisition of property or assets by the Company or the conduct of business by the Company as currently conducted.

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3.1.7 The Company has materially complied with and is not in violation of its Founding Documents, any resolution of its directors or shareholders or any Applicable Law, including but not limited to environmental and mining laws.

3.1.8 The Company has not received any written demand, written notice of default, summons, notice of judgment or commencement of proceedings with respect to any breach, liability or remedial action (or any alleged breach, liability or remedial action) arising under any Applicable Law, including but not limited to environmental and mining Laws.

3.1.9 There is no claim, suit, action, arbitration, review, proceeding or investigation pending, or, to the Sellers’ knowledge, threatened by or against the Company or affecting any of its properties, assets or businesses before or by any Governmental Authority that if adversely determined would have a Material Adverse Change for the Company or prevent or delay completion of the Transactions, nor is there any basis for any such claim, suit, action, arbitration, review, proceeding or investigation.

3.1.10 Neither the Company nor any of its assets, properties or businesses, is subject to an outstanding judgment, order, decision, ruling, decree, award or injunction.

3.1.11 There is no insolvency, bankruptcy, liquidation, winding-up or other similar proceeding pending or, to the Sellers’ knowledge, threatened against the Company.

3.1.12 The immovable properties owned or controlled by the Company comply in all material respects with all Applicable Laws and no person has any right or option or right of first refusal to acquire the properties nor are any of the properties subject to any restrictions or encumbrances save as are at present registered in the Deeds Office having jurisdiction over the property or which occur through operation of Applicable Law.

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3.1.13 The Transaction is not at the Signature Date and will not at the Completion Date be an affected transaction within the meaning of Section 117 of the Companies Act. In particular, 10% or more of the issued securities of the Company have not been transferred within the 24 months period immediately before the Signature Date.

3.2 Capital structure

3.2.1 The authorised share capital of the Company is R100,000.00 (one hundred thousand South African rand) divided into 60,000 “A”: Shares and 40,000 Ordinary Shares of R1.00 each.

3.2.2 The issued share capital of the Company is R2,000.00 (two thousand South African rand) divided into 1,200 “A” Shares and 800 ordinary shares of R1.00 each, fully paid up.

3.2.3 Neither the Company nor its directors have issued or agreed to issue any further shares (including bonus and capitalisation shares) in the capital of the Company, nor have they passed or agreed to pass any resolution for the increase or reduction of the Company’s capital, or for the creation or issue of any debentures or securities, or for the alteration of the memorandum or articles of association of the Company.

3.2.4 The Company’s share premium account, if any, has not been reduced in any manner and the Company has not transferred any amount from its reserves or undistributed profits to its share capital or its share premium account.

3.2.5 No person has any right to obtain an order for the rectification of the register of members of the Company.

3.2.6 The minute books and all other corporate and business records of the Company have been properly maintained in all material respects in accordance with the Applicable Laws and are in all material respects complete and accurate.

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3.2.7 To the Sellers’ and the Company’s knowledge, there are no filings or applications outstanding or proceedings underway in relation to the Company which could in any way alter its corporate status.

3.3 Tax and Financial Matters

3.3.1 All Tax Returns required to be filed by or on behalf of the Company in any country or political subdivision thereof having jurisdiction over the affairs of the Company for all periods in respect of which such filings have heretofore been required, have been duly filed, except for Tax Returns for which the failure to file at the time required to be filed would not have a Material Adverse Change for the Company, and such Tax Returns are true, complete and correct in all material respects.

3.3.2 All Taxes heretofore owing by the Company have been paid or accrued on the books of the Company and there are no outstanding agreements or waivers extending the statutory period of limitations applicable to any income tax return for any period, and all payments where the payment is subject to withholding tax obligations, have been made in accordance with all Applicable Laws in respect of withholding tax.

3.3.3 To the extent that any Taxes have not been paid by the Company, including but not limited to the payment of value added tax in respect of the acquisition by the Company from Randfontein Estates Limited of the hostels and residential properties made available to employees as a fringe benefit for purposes of the Income Tax Act and any tax liability arising from the provision by the Company to employees of the hostels and residential properties as a fringe benefit for purposes of the Income Tax Act, the Sellers warrant that they shall procure that the Company pays such Taxes as soon as is reasonably possible, but in any event prior to the Completion Date.

3.3.4 There is no assessment or reassessments pursuant to which there are amounts owing or discussions in respect thereof with any taxing authority or other Governmental Authority by the Company.

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3.3.5 The Company has withheld from each payment made to any directors, officers and employees and former directors, officers and employees, the amount of all Taxes and other deductions required to be withheld therefrom and have paid the same to the proper taxing authority or other Governmental Authority within the time required under any applicable tax legislation.

3.3.6 The Company is not a party to any action or proceeding for assessment or collection of Taxes, nor has such event been asserted or threatened against the Company or its properties or assets, except where such deficiencies, actions or proceedings, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Change for the Company.

3.3.7 The audited consolidated financial statements of the Company for the financial years ended 30 June 2008, 2009 and 2010 have been prepared in accordance with International Financial Reporting Standards applied, with regard to 2009 and 2010 only, on a basis consistent with that for the audited consolidated financial statements of the Company for the preceding financial years, are true and correct in all material respects and present fairly the financial condition of the Company as at 30 June 2008, 2009 and 2010.

3.3.8 All accounts receivable arising in the ordinary course of the Company’s business shall not be subject to any legal impediment in respect of the receipt of payment thereof by the Company.

3.3.9 To the best of the knowledge of the Company and the Sellers, there is, at the Signature Date, no matter of an environmental nature that would reasonably be expected to give rise to a claim against the Company, save as disclosed in the Disclosure Material.

3.4 Labour and employment related matters

3.4.1 The Company has as at the Signature Date and will at the Completion Date have complied with all of its material obligations under the Labour Relations Act, the Basic Conditions of Employment Act, the Occupational Health and Safety Act and the Employment Equity Act.

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3.4.2 The Company has as at the Signature Date, materially complied with all collective agreements, employment agreements and/or policies that are applicable to employee wages, remuneration and/or benefits in its workplace.

3.4.3 The Company has materially complied with all its obligations as an employer as contemplated in the Occupational Health and Safety Act, 1993 and has not been furnished with any prohibition and/or directive in terms of section 30 of the Occupational Health and Safety Act.

3.4.4 On the Signature Date and the Completion Date -

3.4.4.1 the only employment related contracts by which the Company will be bound will be the formal written contracts with the Company’s employees, all of which will be lawfully terminable, subject to the provisions of the Labour Relations Act, 1995, without compensation (other than in respect of accrued leave pay and salary) on reasonable notice;

3.4.4.2 all of the contracts referred to in clause 3.4.4.1 will be of full force and effect according to their terms and the Company will not be in breach of any of those terms nor will they require any rectification to record an intention other than that expressly set out in the contracts. The Company will have complied in all material respects with its obligations under all such contracts;

3.4.4.3 the Company will have materially complied with all Applicable Laws affecting, regulating or providing for the employment of labour;

3.4.4.4 except as disclosed on the Company’s last audited balance sheet, no person will have any right to any payment in lieu of leave, pension, any payment in respect of retirement, death, or disability, annuity, gratuity, compensation for loss of office or similar payment from the Company or to any exceptional leave privileges or accumulated leave;

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3.4.4.5 the Company participates only in defined contribution third party retirement funds (and does not participate in defined benefit third party retirement funds) and has complied with all its material obligations in connection therewith;

3.4.4.6 no discretion or power has been exercised under any pension fund pertaining to the Company’s employees, in respect of the employees and former employees of the Company to augment a benefit thereunder, to admit to membership a person who would not otherwise have been admissible, to provide a benefit which would not otherwise have been provided or to pay a contribution thereto which would not otherwise have been paid; and

3.4.4.7 there is no practise of granting material discretionary pension increases under any pension fund relating to the Company’s employees.

3.4.5 There is no obligation to provide any of the Company’s employees with any post retirement benefits of any nature whatsoever and the Sellers do not contribute in any way whatsoever in relation to such benefits.

3.4.6 To the extent that the Company has already commenced a restructuring exercise in relation to the Company’s employees, such restructuring exercise has taken place strictly in accordance with section 189 and/or section 189A of the Labour Relations Act. To the extent that the Company commences a restructuring exercise on or after the Signature Date in relation to the Company’s employees, such restructuring exercise will take place in accordance with section 189 and/or section 189A of the Labour Relations Act.

3.4.7 There will be no claims or complaints by employees of the Company pursuant to events on or before the Completion Date including but not limited to any claims or complaints in terms of the Labour Relations Act

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of 1995 and/or the Basic Conditions of Employment Act and/or the Employment Equity Act and/or the Occupational Safety and Health Act, 1993.

3.5 Intellectual Property

3.5.1 The Company is and will continue to be the beneficial owner or duly registered user or licensee of all the trademarks, designs and patents used in the course of its business and -

3.5.1.1 no other person whatsoever has any right or right to acquire or to use or expunge such trademark, design or patent in the area for which such is valid, whether as registered user, licensee or otherwise howsoever;

3.5.1.2 to the best of the Sellers’ knowledge, there has been no infringement of such trademarks, designs or patents by any third party, and

3.5.1.3 such trademarks, designs or patents are the only trademarks, designs, names, devices, logos or patents which are used by the Company in the course of its business;

3.6 At the Signature Date:

3.6.1.1 all written contracts and Founding Documents of the Company included in the Disclosure Material are complete and correct in all material respects;

3.6.1.2 to the knowledge of the Sellers and the knowledge of the Company and except where expressly stated or clearly apparent to the contrary from the context thereof,

3.6.1.2.1 all other documents and written information included in the Disclosure Material reflect the current versions of such documents and written information; and

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3.6.1.2.2 no material portions of such documents have been omitted in the presentation thereof to Gold One and/or the Purchaser; and

3.6.1.3 there is no fact that has not been disclosed by the Company or the Sellers that has had or would have a Material Adverse Change for the Company.

3.7 Conduct of the Sellers and the Company during the Completion Period

During the Completion Period, except as otherwise contemplated by this Agreement or as may be specifically consented to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Sellers warrant that they will procure (on the basis that the undertakings given by Investco in this paragraph 3.7 shall be qualified to the extent that Investco is actually able to procure such conduct given its minority 40% shareholding in the Company and the fact that it does not control the Board) that:

3.7.1 the Company will not, directly or indirectly issue, sell, pledge, lease, dispose of, encumber or agree to issue, sell, pledge, lease, dispose of or encumber any shares in the Company except in the ordinary course of business and consistent with past practice;

3.7.2 the Company will not subdivide, combine or reclassify any of its issued securities or redeem, purchase or offer to purchase any of its securities;

3.7.3 the Company will not amend or propose to amend its Founding Documents, except to the extent required by the terms of this Agreement or by the ASX, ASIC, the JSE and/or any Governmental Authority pursuant to the Transaction;

3.7.4 the business of Company will be conducted in the ordinary and regular course in a manner consistent with past practice and the Rand Uranium Operating Strategy, and the Company shall use its commercially reasonable efforts to:

3.7.4.1 preserve intact the Company’s present business organisation;

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3.7.4.2 preserve the goodwill and relationships with customers, suppliers and others having business dealings with the Company;

3.7.4.3 cause its insurance policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance companies of nationally recognised standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

3.7.4.4 maintain the assets that constitute tangible movable property of the Company in normal operating condition and repair in accordance with past practice (ordinary wear and tear excepted);

3.7.4.5 perform in all material respects all of the Company’s obligations under any material contracts to which it is party; and

3.7.5 the Company will not incur any material indebtedness for borrowed money, other than (a) borrowings under the Future Shareholder Loans, (b) loans from the Purchaser in accordance with clause 8.4.3.3 of this Agreement or (c) borrowings under the Standard Bank Facility, in the ordinary and regular course of carrying on business;

3.7.6 save as otherwise provided herein and except in the ordinary course of business the Company will not:

3.7.6.1 satisfy or settle any claims, liabilities or legal actions or relinquish any contractual rights, which are, individually or in the aggregate, material to the Company; or

3.7.6.2 enter into or modify any interest rate, currency, metal or other commodity swap, hedge or other similar financial or derivative instrument;

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3.7.7 the Company will not have sold, transferred, alienated or encumbered any or any part of its material assets other than in the ordinary and regular course of business;

3.7.8 the Company will not approve or contract for any new individual capital expenditure above R5,000,000.00 per item other than set out in the capital budget disclosed in the Disclosure Materials;

3.7.9 except as required by Law or otherwise agreed between the Parties in writing, the Company will not increase or amend the salary, wages, rate of compensation, commission, bonus or other direct or indirect remuneration payable to, or other compensation of, or the terms and conditions of employment or appointment of any employee or independent contractor or extend the contract of any employee or independent contractor or enter into any contract or other binding commitment in respect of any such increase or amendment except market related annual wage and salary increases or in the ordinary course of business or as consistent with past practice;

3.7.10 the Company will not make written offers of employment or enter into employment contracts with any prospective new E band and above level employees;

3.7.11 the Company will not amend, vary or terminate in any respect any material contract other than in the ordinary course of business or as consistent with past practice;

3.7.12 the Company will continue its pricing and sales practices substantially in accordance with its past practices;

3.7.13 the Company will not declare, set aside or pay any dividend or make any distribution payable in cash, securities, property, assets or otherwise with respect to its securities, to the Sellers in their capacity as shareholders in the Company, save as my be required by or consented to in writing by the Purchaser; and

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3.7.14 the Company will use the same accounting methods and bases as were previously used in the preparation of the management accounts and audited financial statements of the Company

3.8 each Seller will ensure that its representatives to the Board will not, without the prior written consent of the Purchaser (which shall not be unreasonably withheld, conditioned or delayed), take any decision in respect of -

3.8.1 matters outside the ordinary course of the Company’s business;

3.8.2 any transaction, agreement, arrangement, commitment, understanding, acquisition or disposal with a monetary value in excess of R500,000.00 or for a period longer than 3 months;

3.8.3 entering into, terminating or varying any material contract or material commitment;

3.8.4 any investment in excess of R5,000,000.00 (for example, the purchase or lease of plant or equipment);

3.8.5 disposing of, agreeing to dispose of, granting an option over or granting any interest in any material asset;

3.8.6 encumbering any of its assets (except in the ordinary course of carrying on its business); or

3.8.7 altering its capital structure in any way.

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Annexure B - Disclosure Schedule

The Disclosure Material shall include all matters disclosed in the body of the Agreement, the Annexures attached hereto and all documents and other written materials made available by the seller and the Company in an electronic data room, the contents of which have been included on CD ROMs delivered to Gold One and the Purchaser on the Signature Date and notwithstanding anything to the contrary in the Agreement or any annexure thereto, all such documents and other written materials contained on such CD ROMs shall be Disclosure Materials for all purposes under the Agreement.

Without limiting the foregoing, the Sellers hereby disclose certain information in respect of the Seller Warranties. To the extent that any information is disclosed herein in respect of any Seller Warranty, such information shall be deemed to be disclosed in respect of all Seller Warranties for which such information would otherwise be required to be disclosed so long as the relevance of such information to such other Seller Warranties is reasonably apparent on its face. Disclosure of any fact or item on this annexure shall not be considered an admission by the Sellers that such item or fact (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had or would reasonably be expected to have a Material Adverse Effect on the Company and shall not be construed as an admission by the Sellers of any non-compliance with, or violation of, any third party rights or any Applicable Law of any Governmental Authority, such disclosures having been made solely for the purposes of creating exceptions to the warranties made in the Sale of Shares Agreement.

Sellers Warranties	Warranty Exception
3.1.5	The Company does not have a Water Use License (“WUL”) but has made an application for a WUL to the Department of Water Affairs. The Converted Mining Right (GP) 30/5/1/2/2 (173) MR (Lindum Reefs Mining Right) has not yet been registered.

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	Various permits and authorizations required for the Uranium Project remain underway. The Uranium Project refers to the proposed construction of a uranium plant by the Company to process and treat its historical tailings material as well as current tailings materials arising from the Company’s gold mining operations, for gold, uranium and sulphur, in the Republic of South Africa. The 2010 Directive for the Company’s Water Treatment Plant was appealed by the Company and has subsequently expired. Discussions with Department of Water Affairs continue.
3.1.6	1.      Standard Bank Facility Letter and ISDA Agreement and associated documents 2.      Standard Chartered Bank ISDA Agreement
3.1.8	The DMR has requested an Environmental Compliance Inspection in connection with a request by the Company to reduce closure liabilities.
	The Company deals with actions and claims by or on behalf of employees related to disciplinary actions, grievances and terminations (Industrial Relations related) in the normal course of business.
	The Company is involved in an ongoing dispute with Randfontein Golf Course, regarding intermittent non payment by the latter of its electricity charges to the Company.
	The Company is involved in ongoing actions to recover R3.8m (Excluding VAT) from Mintails SA (Pty) Ltd.
3.1.12	Various Company properties are the subject of commitments made under the Social and Labour Plan (SLP).
	Transfer to, and registration in the name of, the Company of properties of which the Company has beneficial ownership of is in process and has not yet been completed.

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3.2.3	The 2008 (Original) management incentive scheme is “underwater” and was contemplated as an option scheme. This scheme will terminate on a change of control.
3.3.4	The Company together with KPMG is in the process of responding to the South African Revenue Service (“SARS”) in respect the 20th April 2011 notification by SARS to the Company of a finding in respect of its June 30 2009 tax assessment.
3.3 and 3.7	The Company conducts ongoing monitoring and internal and external reporting of the environmental impacts of its operations and undertakes ongoing environmental management related to its operations and has a long term plan for closure of the mine and related facilities and management of environmental impacts, which is set out in the Company’s Environmental Management Plan, which has been made available to the Purchaser and Gold One.
3.4	The employment terms of the executive and senior management are governed by employment contracts specific to those employees. The employment letters and subsequent amendments thereto have been made available to the Purchaser and Gold One.
3.4.3	The Company’s working places are the subject of routine monitoring for compliance with laws and regulations and internal and external reporting. From time to time sub-standard conditions are identified and addressed by the Company in the ordinary course.
3.4.4.4	The Company makes ongoing payments in the normal course of business to employees for ill health and retirement according to industry practice.
3.4.6	The Company’s consultation with organized labour regarding a possible labour restructuring commenced in August of 2010. The Company has not yet given formal notice under section 189A of the Labor Relations Act in respect of such labour restructuring.

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3.7.9

Annual salary increases due to management of the Company were not given in January 2011 and following the Signature Date may be provided, with retroactive effect to January 1, 2011.

2011 wage negotiations are due to start after the Signature Date. The Company is a party to the Chamber of Mines of South Africa, a voluntary membership, private sector employer organisation founded in 1889. The Chamber exists as the principal advocate of major policy positions endorsed by the mining employers and represents these to various organs of South African national and provincial governments and to other relevant policy-making and opinion-forming entities.

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Annexure C - Sale Shares at Signature Date

Name of Seller	Number of Sale Shares sold	Seller’s Ratio
Pamodzi	1200 “A” Shares		60	%
Investco	800 Ordinary Shares		40	%
Total	2000		100	%

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Annexure D - Consideration Shares Warranties

1. Gold One warrants and represents to the Sellers that, as at the Completion Date:

1.1 it has taken all necessary actions (whether corporate, internal or otherwise) to empower and authorise it to issue the Consideration Shares to the Sellers, whether in terms of company law in Australia or South Africa or the JSE and ASX Listings Requirements;

1.2 no person has any right to obtain an order for the rectification of the register of members of Gold One which would increase the issued share capital of Gold One;

1.3 the Consideration Shares shall, upon issue, rank pari passu in every respect with the existing issued shares in the capital of Gold One;

1.4 the Consideration Shares shall be listed on the JSE and an application made for admission to the official list of the ASX as required by the Sellers and be freely tradable on the JSE and/or there will be no escrow or other provisions restricting the on-sale of all or any of the Consideration Shares on the ASX, as the case may be, in compliance with the JSE Listing Requirements and ASX Listing Requirements;

1.5 the JSE shall have consented to the admission to listing of the Consideration Shares to be issued pursuant to this Agreement (which consent may be given subject to conditions relating only to the implementation of this Agreement and other customary conditions of an administrative nature) and the Seller shall be provided with a copy of such consent;

1.6 no person has, and it has not granted or promised any person, any right or option or right of first refusal to acquire or subscribe for any of the Consideration Shares;

1.7 Neither Gold One nor its directors have issued or agreed to issue any further shares (including bonus and capitalisation shares but excluding any issues pursuant to the exercise of options, performance rights or the conversion of any convertible bonds) in the capital of Gold One, nor have they passed or

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agreed to pass any resolution for the increase or reduction of Gold One’s capital, or for the creation or issue of any debentures or securities, or for the alteration of the memorandum of association of Gold One, except as notified in writing to the Sellers prior to the Completion Date.

1.8 Gold One has complied in all material respects with its obligations under ASX Listing Rule 3.1 and Chapter 6CA of the Corporations Act.

1.9 Gold One has complied in all material respects with its obligations under Chapter 4 of the Listing Rules and Part 2M.3 of the Corporations Act.

1.10 To Gold One’s knowledge, there are no filings or applications outstanding or proceedings underway in relation to Gold One which could in any way alter its corporate status.

1.11 As at 9 May 2011 Gold One has 807 664 732 ordinary shares in issue;

1.12 As at 9 May 2011 Gold One has granted listed share options to public shareholders to acquire 6 561 098 shares at AUD 0.50 each;

1.13 As at 9 May 2011 Gold One has granted share options to employees, non-executive directors and service providers of Gold One to acquire 81 498 266 shares; and

1.14 As at 31 December 2010, Gold One had 501 convertible bonds with a total value of AUD66,593,000.00 (sixty-six million five hundred ninety three thousand Australian dollars) outstanding.

2. Each warranty and each representation given by Gold One and contained herein is deemed to be a representation of fact inducing the Sellers to enter into this Agreement.

3. Each warranty shall be deemed to be material.

4. Insofar as the warranties are promissory or relate to a future event, they shall be deemed to have been given as at the date of fulfilment of the promise or the happening of the event, as the case may be.

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5. Each warranty shall be a separate warranty and in no way limited or restricted by any reference to or inference from the terms of any other warranty or by any other provision in this Agreement.

6. Other than the warranties and representations set out in this Agreement, the Parties give no other warranties or representations (whether express, implied or tacit) in relation to or in connection with the Consideration Shares.

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Annexure E - Escrow Agreement

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Annexure F - Debt Financing Commitment letter

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	Johannesburg
	Investec Bank Limited
Capital Markets	100 Grayston Drive Sandown Sandton 2196
	PO Box 785700 Sandton 2146 South Africa
	T +27 (0) 11 286 7000 F +27 (0) 11 286 7777 www.capitalmarkets.investec.com

Mr Chris Chadwick

Gold One International Limited (the “Company”)

Level 3

100 Mount Street

North Sydney

NSW

2060

19 April 2011

Dear Sir

COMMITMENT TO PROVIDE FINANCING FACILITIES TO THE COMPANY FOR THE ACQUISITION OF RAND URANIUM LIMITED (“THE COMMITMENT LETTER”)

We, Investec Bank Limited (“Investec”), confirm that we have obtained the necessary approvals to arrange and underwrite Facilities for the Company, to partially finance the acquisition of 100% of the entire issued share capital or substantially all the assets of Rand Uranium Limited (“the Acquisition”).

In this Commitment Letter:

“Affiliate” means in relation to a person, a subsidiary or holding company of that person, a subsidiary of any such holding company (as each such term is defined in the Companies Act, 61 of 1973, as amended).

“Facilities” means the debt facilities for the Acquisition, as set out in the Term Sheet totaling R1,530 million (circa USD$210 million, plus interest accruals).

“Facility Documents” means facility agreements, security and other related documentation (based on the terms set out in the Term Sheet and the Mandate Letter) in form and substance satisfactory to Investec.

“Group” means the Company and its Affiliates.

“Mandate Documents” means the Mandate Letter, the Term Sheet and any other agreement or document at any time designated a Mandate Document by written agreement between the Parties.

“Mandate Letter” means the mandate letter appointing Investec to arrange and underwrite the Facilities dated 19 April 2011.

“Term Sheet” means the final credit committee approved term sheet dated 19 April 2011.

Capital Markets, a division of Investec Bank Limited. Reg. No. 1969/004763/06. A member of the Investec Group. An authorised financial services provider. A registered credit provider registration number NCRCP9.

Directors F Titi (Chairman), D M Lawrence* (Deputy Chairman), S Koseff* (Chief Executive), B Kantor* (Managing), S E Abrahams, G R Burger*, M P Malungani, K X T Socikwa, B Tapnack*, P R S Thomas, C B Tshili    * Executive Company Secretary: B Coetsee

Australia Botswana Canada Guernsey Hong Kong Ireland Jersey Mauritius Namibia South Africa Switzerland Taiwan United Kingdom United States

Investec’s commitment to arrange and underwrite the Facilities is made in terms of the Mandate Documents and is subject to fulfilment of, inter alia, the following conditions to the satisfaction of Investec:

1. timeous compliance in full by the Company with all the terms and conditions of the Term Sheet and Mandate Letter, including, but not limited to:

1.1 completion of legal, regulatory, financial, tax, insurance, technical and environmental due diligence processes in respect of the Company, the Group and the Acquisition, and the results being in all respects satisfactory to Investec;

1.2 the Company and relevant entities within the Group obtaining all necessary regulatory approvals in connection with the Facilities and the Acquisition from all relevant authorities in all relevant jurisdictions;

1.3 there being no material adverse change as set out in the Mandate Letter;

1.4 there being no event or circumstance in relation to the Acquisition which would result in Investec, the Company or its Affiliates acting contrary to any law, regulation, treaty or official directive binding on it, and;

1.5 the preparation, execution, implementation and coming into force of the Facility Documents to the satisfaction of Investec, implementing the terms under the Term Sheet.

We look forward to working with you on the conclusion of the Acquisition and related Facilities.

Yours faithfully

For and on behalf of

Investec Bank Limited

TERM SHEET Financing Facility for Gold One International Limited
Prepared by	Consultants
Resource & Commodity Finance	Tony Harris
	Jared Kalish
Date	Telephone
19 April 2011	+2711 286 7366
	+2711 291 3298
	Facsimile
	+2711 286 7097
	Email
	tharris@investec.co.za
	jkalish@investec.co.za
	Physical address
	100 Grayston Drive Sandton Johannesburg 2196

         Out of the Ordinary*

         Resources

  Credit Approved Term Sheet Gold One International Limited

This document contains a summary of the key terms on which Investec Bank Limited, acting through its Capital Markets division (“Investec”) would, subject to final documentary approvals, satisfactory technical, financial, insurance and legal due diligence and satisfactory documentation (including execution thereof and fulfilment of all conditions precedent) provide the envisaged finance.

Confidentiality

This document is confidential and is not for circulation or publication. The financial arrangements outlined herein are for the benefit and information of the person to whom this document is addressed and submitted in good faith (“the addressee”), and who is deemed to have accepted responsibility for ensuring that the confidentiality of this document will be maintained at all times. It is not to be circulated nor shall its contents be disclosed to anyone other than the addressee, its employees and, subject to the consent of Investec, its professional advisors. Moreover, it shall not be reproduced or used directly or indirectly or, in whole or in part, for any purpose other than for internal consideration of the financing described herein, without the prior written consent of Investec.

Disclaimer

The information contained in this document does not constitute an offer, commitment, advertisement or solicitation for investment, financial or banking services. It is for informative purposes and not intended to constitute advice in any form, including but not limited to investment, accounting, tax, legal or regulatory advice. The information therefore has no regard to the specific investment objectives, financial situation or particular needs of any specific recipient. The material is based upon information that is considered to be reliable, but is not represented that it is accurate or complete, and it should not be relied upon as such. No liability is accepted whatsoever for any loss or damage of any kind arising out of the use of or reliance on all or any part of this document.

Whilst every effort has been made to ensure the accuracy and completeness of the information contained in this document, it is based solely on the facts made available to Investec by the addressee. No responsibility is accepted by Investec for the treatment of any court of law, tax, banking or other authorities in any jurisdiction of any transaction referred to herein and no undertaking can be given with regard to the outcome of any such transaction. It is recommended that, whilst this proposal has been made in good faith, independent professional legal, tax, accounting and other appropriate advice should be taken so as to consider the proposal in the light of the addressee’s particular and unique circumstances.

FAIS

Capital Markets, a division of Investec Bank Limited. Reg. No. 1969/004763/06. An authorised Financial Services and registered Credit Provider. A member of the Investec Group.

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  Credit Approved Term Sheet Gold One International Limited

1.       FACILITY OVERVIEW AND PARTIES
Facility Amount:	Total Facilities of R1,530 million (consisting of up to R1,470 million in principal (approx $210 million) and up to R60 million in capitalised interest). The Facilities consist of: •        Five year senior secured amortising term loan facility (“the Term Debt Facility”) of up to R985 million (consisting of up to R945 million in principal (approx $135 million) and up to R40 million in capitalised interest, and; •        Two year senior secured amortising term loan facility (“the Loan for Shares Facility”) of up to R545 million (consisting of R525 million of principal (approx $75 million) capital plus R20 million in capitalised interest), to potentially be settled from the proceeds of the sale of shares in Gold One International Limited, •        Jointly referred to as the Facilities.
Facility Purpose:	R1,020 million (approx $150 million) of the Facilities Amount to be applied towards the acquisition price of 100% of the shares in Rand Uranium Limited (“RUL”), and R420 million (approx $60 million) of the Facilities Amount to be applied towards the full settlement of the Convertible Bonds, including transaction costs, limited to the extent of the Facility Amount.
Borrower:	Gold One International Limited (“GDO”), listed on the Australian Stock Exchange and the JSE Securities exchange.
Guarantors:	New Kleinfontein Mining Company Limited (RSA) (“NKM”) (i.e. the company owning and operating 100% of the Modder East Mine company), Rand Uranium Limited (“RUL”) (i.e. the company owning and operating 100% of the acquired mining company), Gold One International Limited (Australia), Gold One Africa Limited and other relevant group entities.
Convertible Bonds:	The remaining approx $60 million 8.5% convertible bonds issued by the Borrower due in December 2012.
Arranger, Facility Agent, Account Bank and Underwriter:	Investec Bank Limited (“Investec”), or any other Investec group company.
Lenders:	Investec and other financial institutions as required.

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  Credit Approved Term Sheet Gold One International Limited

The Project:	The gold mine known as the Modder East Gold Mine, near Benoni, Gauteng (i.e. New Kleinfontein Mining Company Limited (RSA) the company owning and operating 100% of the Modder East Mine company).
Lenders’ Technical Consultant:	A suitable advisor to be appointed by the Arranger at the cost of the Borrower to act on behalf of the Lenders to review and monitor the Project. This role is to be fulfilled initially by Derek Kyle.
Syndication:	Successful Syndication shall mean the point when Investec reduces its participation in the Facility to a final hold of not more than R750 million.
2.       THE TERM DEBT FACILITY
Facility Amount:	Five year senior secured amortising term loan facility (“the Term Debt Facility”) of up to R985 million (consisting of up to R945 million in principal (approx $135 million) and up to R40 million in capitalised interest.
Drawdown:	As required.
Term and Amortisation:	Approximately 5 year fully amortising loan tenor, with sculptured quarterly capital repayments (together with payment of accrued interest for the period) commencing on 30 September 2011 and ending on 30 June 2016. Expressed as a percentage of the total principal drawn, the quarterly repayments will be as follows: •      Quarterly repayments 1 to 8 inclusive: 9% •      Quarterly repayments 9 to 18 inclusive: 2.8%
Upfront Fees:	3.00% (excl. VAT) of the Facility Amount, inclusive of fees payable on Syndication, payable on the earlier of Financial Close or 30 days after signature of the Facility agreement.
Commitment Fee:	1.00% (excl. VAT) of the Facility Amount per annum payable quarterly in arrears on the undrawn Facility balance during the Availability Period.
Option Package:	The Borrower shall issue to Investec an option package convertible into 15 million ordinary shares in the Borrower, on the earlier of first drawdown or 30 days after signature of the Facility agreement (the “Options”). The Options shall be convertible into ASX or JSE listed ordinary shares of the Borrower, at Investec’s election, at any time prior to 3 years after the issue date. The strike price payable by Investec for the ordinary shares shall be R3.00 per share.

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  Credit Approved Term Sheet Gold One International Limited

	Investec shall retain the right to request net settlement in a certain number of GDO shares in terms of which such number of GDO shares to be delivered to Investec shall equate to [(15 million times the 10 day VWAP of GDO shares) less R45 million] divided by the 10 day VWAP of GDO shares.
Interest Rate:	3 month JIBAR plus a margin 4.50% nacq (exclusive of all statutory costs currently 0.20%) until 50% of the Term Debt Facility Amount has been repaid, and 3 Month JIBAR plus a margin 3.25% thereafter.
3.       THE LOAN FOR SHARES FACILITY
Facility Amount:	Two year senior secured amortising term loan facility (“the Loan for Shares Facility”) of up to R545 million (consisting of R525 million of principal (approx $75 million) capital plus R20 million in capitalised interest), to potentially be settled from the proceeds of the sale of shares in GDO.
Facility Currency:	Investec and the Borrower may jointly agree to denominate the Loan For Shares Facility Amount in Australian or United States Dollars, on equivalent terms.
Drawdown:	As required.
Term and Amortisation:	Approximately 2 year fully amortising loan tenor, with sculptured quarterly capital settlements (together with payment of accrued interest for the period) commencing on 30 September 2011. The settlement profile is to be agreed between the parties with a minimum of 40% of the original principal amount settled within 13 months from the date of advance of the Facility Amount.
Upfront Fees:	3.00% (excl. VAT) of the Facility Amount, inclusive of fees payable on Syndication, payable on the earlier of Financial Close or 30 days after signature of the Facility agreement.
Commitment Fee:	1.00% (excl. VAT) of the Facility Amount per annum payable quarterly in arrears on the undrawn Facility balance during the Availability Period.
Interest Rate:	3 month JIBAR plus a margin 3.25% nacq (exclusive of all statutory costs).
Settlement Mechanics:	Investec shall, at its sole election, call for settlement (in tranches) over the duration of the term in a specified number of (ASX and/or JSE listed) GDO shares. Upon delivery of the GDO shares into a securities account specified by

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	Investec, the outstanding balance of the Facility Amount will be reduced by the number of GDO shares delivered multiplied by 97% of the arithmetic average of the daily VWAP of the applicable GDO share price. Over the 15 trading days preceding the date that Investec calls for partial settlement in shares. GDO, may at its sole election, settle in the Loan For Shares Facility in cash or shares (as above) after 13 months, subject to a minimum of $50 million being settled in GDO shares.
4.      COMMON TERMS
Availability Period:	The Facilities shall become available from Financial Close and will remain available for drawing up to 31 May 2011.
Financial Close:	The date upon which the Conditions Precedent have been fulfilled or waived to the satisfaction of the Lenders.
Drawdowns:	The Facilities are not mutually exclusive; accordingly the Term Debt Facility and the Loan For Shares Facility must be drawn together.
Interest Period:	Quarterly throughout the Term of the Facilities.
Conditions Precedent to Drawdown:	As are customary for a financing of this nature, to include but not limited to the following matters to the satisfaction of the Lenders:
	a)       NKM is the lawful holder and has valid title to the Project’s Mining Rights in accordance with the provisions of the Mineral and Petroleum Resources Development Act, to the exclusion of third parties, and the Lenders are satisfied with the form and substance thereof;
	b)       NKM is in the process of finalising a BEE transaction that is in accordance with the provisions of the Mineral and Petroleum Resources Development Act and the Lenders are satisfied with the form and substance thereof;
	c)       The Lenders have received the Project’s development plan (“the Development Plan”) in a form and substance satisfactory to them, covering normal physical operating parameters, production, revenue and off-take assumptions, operating costs, capital expenditure and expenditure required by the environmental plan. This Development Plan is to have the Borrower’s Board approval and is to include a financial model of the Project’s projected monthly cash flows for the full life of mine, as derived from the Development Plan;

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d)      Satisfactory review by the Lenders’ Technical Consultant of the Development Plan,, including satisfactory reserve reports, confirmation of compliance with environmental and social issues, licensing, off-take arrangements, confirmation of operational performance and underlying assumptions included in the Base Case Financial Model, in a form acceptable to the Lenders;
e)       All Material Contracts, permits, licences and consents in place, including, Power and Water Supply Agreement for the Project to the satisfaction of the Lenders, and off-take contracts (on terms, and with parties, acceptable to the Lenders);
f)       Legal, financial, insurance, technical and environmental due diligence on the Borrower and Guarantors, to the satisfaction of the Lenders;
g)      The following Project ratios (as calculated in the Base Case Financial Model, and including group and head office costs) must be satisfied on a forward looking basis:
Minimum Debt Service Cover Ratio	>1.5x
Loan Life Cover Ratio	>2.0x
Project Life Cover Ratio	>3.0x
Reserve Tail	>30%
Debt to Equity Ratio	Maximum 50:50
h)      Satisfactory conclusion of a suitable sale and purchase agreement in respect of the entire issued share capital in RUL, and proof of settlement of the balance of the acquisition costs;
i)       Satisfactory settlement of the Convertible Debentures, including release of security arrangements; j)       All Security is in place, with all required formalities having been concluded, including evidence that all necessary consents, licenses, board approvals and governmental authorisations required by law are in place; k)      All Project Accounts are opened; l)       Evidence to the satisfaction of the Lenders that an environmental rehabilitation fund has been established in respect of the Principle Guarantors in compliance with applicable law and is fully funded to the levels required by the relevant government entity;

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	m)     Executed documentation along with evidence of authorisation to execute the documentation, including appropriate shareholder and regulatory approvals;
	n)      The Lenders have received all documents in respect of the Borrower and Guarantors as may be required in relation to compliance with the Financial Intelligence Centre Act;
	o)      Evidence to the satisfaction of the Lenders that there has been no material adverse change (“Material Adverse Change”) (i) to the business, operations, assets, property, condition (financial or otherwise), prospects or results of the operations of the Borrower, the Project, the Guarantors or the Guarantor group taken as a whole since their last audited annual financial statements; and/or (ii) in either the local or international debt, capital, syndicated loan or commodity markets relevant to the Facility;
	p)      Opinions of legal counsel to the Lenders, the Borrower and the Guarantors, from each relevant jurisdiction in a form satisfactory to the Lenders;
	q)      Provision of the audited consolidated financial accounts for the Borrower and the Guarantors for the most recent financial year;
	r)      Payment of fees;
	s)      No Event of Default or potential Event of Default.
Security:	As are customary for a financing of this nature, to include but not limited to the following matters to the satisfaction of the Lenders:
	a)      Pledge of the Borrower’s shares in and cession in security of loans to and claims against NKM and RUL;
	b)      Guarantees by the Guarantors and cession in security of loans to and claims against the Borrower, whether arising directly or indirectly through other group companies;
	c)      Subordination and cession of all the Guarantor group of companies’ claims against and inter-company loans to the Borrower, NKM and RUL;

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	d)      First ranking Security over the assets of the Borrower, NKM and RUL, including but not limited to special and general notarial bonds over movable property and plant & equipment. This shall include a cession in security of all relevant material consents, permits and licenses where appropriate;
	e)      Suitable first ranking security over the Project Accounts;
	f)       Confirmation by Rand Refinery Limited of irrevocable payment instruction from NMK and RUL to make all metals sales payments directly to the Proceeds Accounts;
	g)      Negative pledge over assets of the Borrower and the Guarantors
Additional Security for the Loan For Shares Facility	As are customary for a financing of this nature, to include but not limited to the following matters to the satisfaction of the Lenders:
	a)      The Borrower will be required to pledge GDO shares to the Lender to the value of 1.5 times the initial drawdown amount under the Loan For Shares Facility (“the Pledged Shares”);
	b)      The Borrower will be required to post additional shares to the Lender as security in the event that the Share Cover Ratio (defined below) falls below 1.1 times. The additional number of GDO shares required, will be calculated in order to restore the Share Cover Ratio to above 1.2 times and such shares will form part of the Pledged Shares;
	c)      The Share Cover Ratio shall be defined as the number of Pledged Shares, multiplied by the 10 day VWAP, divided by the outstanding balance of the Loan For Shares Facility.
Borrower and Guarantor Covenants:	As are customary for a financing of this nature, to include but not limited to the following matters to the satisfaction of the Lenders:
	a)      No new indebtedness except: •     The Facility; •     Trade creditors and shareholder funding at levels to be agreed by the Lenders; •     Equipment leases where the aggregate value under lease is less than R25 million;
	b)      Maintenance of minimum Financial Ratios;

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c)      Subordination of shareholder and group claims, including annual management fees and cost allocations or recoveries;

d)      Arm’s length transactions, except as otherwise agreed;

e)       Not to agree to material alterations or termination to Material Contracts or Project documents without the Lenders’ prior written consent;

f)       Compliance with the approved NKM Development Plan and approved RUL’s Mine Plan at all times;

g)      Maintain the agreed Project insurances;

h)      Compliance with environmental and social guidelines, laws, permits and standards;

i)       Ensuring that all required environmental rehabilitation funds are at all times funded to the levels required by the relevant government entity and no withdrawals or transfers save as provided in the rehabilitation trust deed and/or applicable law;

j)       No granting of security or encumbrances to any other party without the Lenders’ prior written consent with the exception of agreed permitted liens;

k)      Advising the Lenders within two business days of any unscheduled stoppage or disruption to production for a period greater than two days;

l)       Preservation of assets;

m)     No disposal of assets, except as permitted by the Lenders;

n)      Access to the premises of the Project for the Lenders;

o)      No disposal of its interest in the Project without the Lenders’ prior written approval;

p)      Access to the premises of the Project for the Lenders;

q)      No disposal of its interest in the Project without the Lenders’ prior written approval;

r)       Provision of information, including:

i)       audited annual financial statements no later than 90 days after year end;

ii)      monthly internal financial statements no later than 30 days after the end of the month;

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	iii)     monthly operating reports; iv)     quarterly compliance certificate from a director of the Borrower; v)      any other information as may be required by the Lenders in relation to the Project.
	j)       Obtain and maintain all necessary consents, permits, licenses etc;
	k)      No change in business; and
	l)       No hedging (whether commodity, forex or interest rate) without the Lenders’ prior written consent. No granting or sharing of security or encumbrances to any other party without the Lenders’ prior written consent will be permitted.
	m)     Not to dispose of any interest in any subsidiaries without the Lenders’ prior written approval;
	n)      Not to undertake any business activities not associated with the mining industry;
	o)      Current assets to exceed current liabilities on a consolidated basis by a ratio of at least 1.5 times;
	p)      Maximum 50:50 Debt to Equity ratio in the Guarantor and Borrower group, without the Lenders’ prior written approval;
	q)      In the event of a breach by the Borrower of the terms outlined in this Term Sheet, or a 50% fall in the GDO ASX share price since date of first disbursement, the Lender shall retain the right to take GDO to a rights offer or implement an equity placement in order to reduce outstanding debt under the Facilities. In such an event, Investec will manage the capital raising and charge market related fees.
Additional Borrower Covenants:	As are customary for a financing of this nature, to include but not limited to the following matters to the satisfaction of the Lenders:
	(a)     Net Debt to underlying EBITDA not to exceed 4.5 times;
	(b)    Underlying EBITDA to Net Interest Payable not to be less than 3 times.
Permitted Distributions:	Any distributions, dividends, fees, interest on shareholder loans, repayment of shareholder or group company loans or any amounts (in cash, in specie, byway of set off or otherwise) to shareholders or group company’s and/or expenditure on

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	items not approved within the Development Plan (together “Permitted Distributions”) will only be permitted after 50% of the loan facilities have been repaid.
	a)       No potential Event of Default or Event of Default is continuing or will or is likely to result from any such payment;
	b)      all Covenants are and will be in compliance before and immediately after payment;
	c)      all Project Accounts are funded as required;
	d)      Mandatory Prepayment requirements have been met;
	e)      the following minimum ratios are met on a forward looking basis:
	Minimum Debt Service Cover Ratio	>1.5x
	Loan Life Cover Ratio	>2.0x
	Project Life Cover Ratio	>3.0x
	Reserve Tail	>30%
	Debt to Equity Ratio	Maximum 50:50
	f)       the following minimum ratios are met on a historical basis:
	Minimum Debt Service Cover Ratio	>1.5x
Mandatory Prepayments:	The Borrower will be required to prepay all or a portion of the Facility as follows:
	a)       75% of the Excess Cash Flow generated by the Project after the required debt servicing in terms of the Facilities shall be applied pro rata towards Facility repayments on a quarterly basis. The Excess Cash Flow shall be determined as the cash flow available after debt servicing less a suitable provision (estimated as R300 million) for operating and working capital costs for the following two quarters.
	b)       in the event that the Borrower elects to make a Permitted Distribution, then the Borrower shall make a mandatory prepayment of the Facility equal to such Permitted Distribution;
	c)       proceeds received under physical damage insurance which are not applied to the rectification/repair of assets; and
	d)       the outstanding debt is to be prepaid in full, as is customary for a financing of this nature, in circumstances which include but are not limited to: •     If it becomes illegal for a Lender to fund or maintain is participation in the Facility;

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	•      Certain disposals of assets by the Borrower; •      Change in control of the Borrower, the Guarantors, and/or Gold One Africa.
Voluntary Prepayment:	The Borrower may voluntarily prepay part (subject to a minimum prepayment amount of R20 million) or all of the Facility at any time subject to payment of interest and breakage costs (if any) and any other expenses incurred as a result of such prepayment and provided that such prepayment is funded by the Borrower’s operational cashflows.
Prepayments:	All prepayments (whether Mandatory or Voluntary) shall be applied to the Facility in inverse order of maturity. Any amounts prepaid or repaid or cancelled shall not be available to be redrawn. Prepayments shall not be subject to prepayment fees, although the Borrower shall be liable for interest and breakage costs, if any.
Project Accounts:	The Proceeds Account and any other accounts required to be opened in respect of the Project. Should a potential Event of Default or Event of Default occur, the Lenders shall have the right to immediately take control of the Project Accounts.
Proceeds Account:	NKM and RUL shall maintain USD and/or Rand proceeds accounts with the Account Bank, through which all of the cash flows and cash receipts to which NKM and RUL are entitled under the Project, and the acquired mine, shall be deposited. Payments from the Proceeds Account will be made in the following order:
	a)       payment of direct operating costs and capital costs in accordance with approved budgets, tax and royalties payments;
	b)       payment of the Facility fees and costs;
	c)       payments of all uncapitalised, accrued and unpaid interest in respect of the Facilities;
	d)       payments of outstanding capital (including capitalised interest) in respect of the Facilities;
	e)       Mandatory Prepayments;
	f)       Permitted Distributions; and

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	g)      Voluntary Prepayments.
Events of Default:	As are customary for a financing of this nature, to include but not limited to:
	a)      Failure to pay principal, interest or other amounts when due;
	b)      Failure to observe or perform any covenant or undertaking (subject to suitable remedy periods including cash lock ups as appropriate);
	c)      Any representation or warranty is incorrect or misleading;
	d)      Cross defaults;
	e)      Bankruptcy, insolvency, winding up, receivership, creditor process or forced reorganisation;
	f)       Seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority;
	g)      Claim of immunity by the Borrower or Guarantors;
	h)      Unlawfulness and invalidity;
	i)       Default by the Borrower or termination of, or any material adverse change by any counterparty (subject to remedy periods to be agreed, if appropriate), to any Material Contract or Project document;
	j)       Force majeure affecting the Project;
	k)      Loss of or Material Adverse Change to any material concession, material agreements, licence, permit or authorisation;
	l)       Failure to satisfy any or all of the following ratio tests:
	Minimum Debt Service Cover Ratio	>1.3x
	Loan Life Cover Ratio	>1.8x
	Project Life Cover Ratio	>2.0x
	Reserve Tail	>25%
	Debt to Equity Ratio	Maximum 50:50
	m)    Material Adverse Change;
Default Interest Rate:	Interest Rate plus 4,00% nacq, applicable to any amount not paid on due date and at any time whilst an Event of Default is continuing.
Taxes and Charges:	Any and all taxes and charges for the account of the Borrower. All payments of principal and interest and other sums due under the Facility are to be made

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	without set-off or counterclaim and free and clear of any form of present or future taxes, duties, levies, withholdings or other deductions or retention whatsoever unless required by law, in which case an obligation to gross up (subject to agreed exceptions) will apply.
Costs and Expenses:	All costs and expenses which are incurred by the Lenders in implementing and/or enforcing rights under the Facility shall be for the Borrower’s account, irrespective of whether the Facility is implemented or not. Such costs and expenses shall include the Lenders’ Technical Consultant, Independent Insurance Consultant, Independent Financial Consultant and Lenders’ Legal Advisor and other advisors as necessary. This is also regardless of whether these terms and conditions are incorporated into a signed Facility agreement or not or whether Financial Close is achieved. Any and all taxes and charges for the account of the Borrower. All payments of principal and interest and other sums due under the Facility are to be made without set-off or counterclaim and free and clear of any form of present or future taxes, duties, levies, withholdings or other deductions or retention whatsoever unless required by law, in which case an obligation to gross up (subject to agreed exceptions) will apply.
Increased Costs:	The Borrower will indemnify the Lenders against any increased costs or reduced returns (including reserve requirements, statutory duties and capital adequacy charges) incurred by the Lenders in making, maintaining or funding its loans or maintaining any obligations under the Facility arising by reason of a change in law or regulation or the interpretation thereof or compliance with any central bank regulation or similar request after the signature date of the Facility agreement, including the Lenders mandatorily complying with or applying the provisions of the International Convergence of Capital Measurement and Capital Standards (A Revised Framework) (i.e. Basel II).
Market Flex:	During the period from the date of this term sheet to the date of Financial Close, the Lenders shall be entitled (after consultation with the Borrower) to change the pricing, terms and/or structure (but not the total amount) of the Facility if the Lenders determine that such changes are advisable in order to ensure the Facility is fully subscribed. During the period from the date of Financial Close to the date of Successful Syndication, the Lenders shall be entitled (after consultation with the Borrower) to change the pricing of the Facility if required in order to ensure the Facility is fully subscribed.

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Assignments and Participation:	The Lenders will be permitted to freely transfer any rights and obligations, including commitments, under the Facility, to one or more persons. Upon such transfer or assignment at the Lenders’ cost, the transferee or assignee shall become a lender for all purposes of the documentation.
Documentation:	The terms and conditions of the Facility are not limited to those in this term sheet and all the terms and conditions relating to the Facility shall be contained in the definitive documentation. The Facility documentation will contain standard provisions relating to, inter alia, illegality, taxes, market disruption, breakage costs, default interest, currency indemnity, etc.
Governing Law:	South African law and jurisdiction.
Expiry:	The terms set out in this term sheet are available for acceptance by the Borrower until 17h00 South African time on 20 April 2011 after which they will expire.
Right of First Refusal:	The Borrower grants to Investec the first right, but not the obligation, to provide all general and/or working capital banking facilities, capital market services and exchange rate transfers and any other facility to mitigate any commodity price risk, exchange rate risk or interest rate risk, in relation to the Borrower, NKM and RUL in priority to any other bank or financial institution, during the term of the Facilities. The Borrower shall, and shall procure that its subsidiaries shall, during the term of the Facilities, allow Investec an opportunity to submit terms and conditions on required corporate finance services, and shall include Investec as a participant in equity market placements.
Information:	The Facility is based, among other things, on the information furnished by the Borrower to the Lenders in terms of a bona fide application for the Facility. The Lenders reserves the right to withdraw the Facility, on written notice to the Borrower, should any additional information or previously undisclosed facts come to light which does or may adversely affect the Lenders’ assessment of the Borrower or any Security to be provided for the Facility.
Confidentiality:	This term sheet and its content are intended for the exclusive use of the Borrower and shall not be disclosed by the Borrower to any person other than the Borrower’s legal and financial advisors for the purposes of the proposed transaction unless the prior written consent of the Lenders is obtained.

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Publicity:	Any publicity regarding the Facility to be agreed in advance by the Lenders.
5.       DEFINITIONS AND RATIOS
Ratios:	All ratios referred to in this term sheet will be calculated with reference to total advances under the Facility and the cash flow projections contained in the agreed Base Case Financial Model on a minimum projected basis. The ratio tests and requirements could be considered on a consolidated basis. For the purpose of the ratios, the Discount Rate shall be calculated using a rate which is based on the aggregate of 3-month JIBAR. and the Interest Rate of the Facility
Cash Available for Debt Service (“CAFDS”):	Gross revenue less all associated royalties, cash operating costs, hedge settlements, taxes, capital expenditures, agreed rehabilitation/closure costs and agreed exploration expenditure, available for debt servicing.
Debt Service Cover Ratio (“DSCR”):	The ratio of Cash Available for Debt Service to Scheduled Debt Service (scheduled principal and interest payments) over the stipulated period.
Reserve Tail Ratio:	Percentage of Reserves projected to remain in the ground when the Facility is repaid, to the Reserves in the ground at the date of first drawdown. The Reserve Statement prepared by the Borrower and confirmed by the Independent Technical Consultant relating to the mining operations is to be in a form and substance satisfactory to the Lenders, showing a number of tons of ore and metal grades as proven and probable reserves as defined under Nl 43-101 or as agreed by the Lenders. The Development Plan shall be reconciled to this reserve statement.
Loan Life Cover Ratio (“LLCR”):	Ratio of present value of Cash Available for Debt Service (arrived at by using the Discount Rate) over the remaining term of the Facility to the amount outstanding under the Facility.
Project Life Cover Ratio (“PLCR”):	Ratio of present value of Cash Available for Debt Service (arrived at by using the Discount Rate) over the remaining term of the Project life, to the amount outstanding under the Facility.

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Debt to Equity Ratio: The ratio of the aggregate of the Borrower’s liabilities at that date to the amount of Equity as calculated at such date. “Net Debt” means financial indebtedness of the Borrower net of cash on hand, cash equivalents and bank deposits. “Equity” means at any time, the aggregate of share capital, share premium, subordinated shareholder loans, distributable and non-distributable reserves, non-redeemable preference shares, retained earnings, excluding the revaluation of assets, goodwill, intangible assets and reserves created as a result of a change in accounting policy.

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	Johannesburg
	Investec Bank Limited
Capital Markets	100 Grayston Drive Sandown Sandton 2196 PO Box 785700 Sandton 2146 South Africa T +27 (0) 11 286 7000 F +27 (0) 11 286 7777 www.capitalmarkets.investec.com

Mr Chris Chadwick

Gold One International Limited (the “Company”)

Level 3

100 Mount Street

North Sydney

NSW

2060

19 May 2011

Dear Sir

REVISED COMMITMENT TO PROVIDE FINANCING FACILITIES TO THE GROUP FOR THE ACQUISITION OF ALL OF THE SHARES IN RAND URANIUM (PROPRIETARY) LIMITED (THE “COMMITMENT LETTER”)

We, Investec Bank Limited (“Investec”), confirm that we have obtained the necessary approvals to arrange and underwrite Facilities for the Group, to partially finance the acquisition of 100% of the entire issued share capital or substantially all the assets of Rand Uranium (Proprietary) Limited (the “Acquisition”).

We confirm that we have completed our financial, technical legal, regulatory, tax, insurance and environmental due diligence, in respect of the Acquisition. We confirm that we have not identified any contentious matters in respect of the Acquisition. All relevant issues raised in the due diligence will be addressed in the Facility Documents.

In this Commitment Letter:

“Affiliate” means in relation to a means in relation to a person, a subsidiary or holding company of that person, a subsidiary of any such holding company (as each such term is defined in the Companies Act, 2008).

“Facilities” means the debt facilities to be provided to the Group for the Acquisition, as set out in the Term Sheet totaling R1,530 million (circa USD$210 million, plus interest accruals).

“Facility Documents” means facility agreements, security and other related documentation including relating to the Acquisition (based substantially on the terms set out in the Term Sheet and the Mandate Letter) in form and substance satisfactory to Investec.

“Group” means the Company and its Affiliates.

“Mandate Documents” means the Mandate Letter, the Term Sheet and any other agreement or document at any time designated a Mandate Document by written agreement between Investec and the Company.

“Mandate Letter” means the mandate letter appointing Investec to arrange and underwrite the Facilities dated 19 April 2011.

“Term Sheet” means the final credit committee approved term sheet dated 19 April 2011.

Capital Markets, a division of Investec Bank Limited. Reg. No. 1969/004763/06. A member of the Investec Group. An authorised financial services provider. A registered credit provider registration number NCRCP9.

Directors F Titi (Chairman), D M Lawrence* (Deputy Chairman), S Koseff* (Chief Executive), B Kantor* (Managing), S E Abrahams, G R Burger*, M P Malungani, K X T Socikwa, B Tapnack*. P R S Thomas, C B Tshill    * Executive Company Secretary: B Coetsee

Australia Botswana Canada Guernsey Hong Kong Ireland Jersey Mauritius Namibia South Africa Switzerland Taiwan United Kingdom United States

1. Investec’s commitment to arrange and underwrite the Facilities is made in terms of the Mandate Documents and is subject to fulfilment of the following conditions to the satisfaction of Investec:

1.1 the Company and relevant entities within the Group obtaining ail necessary approvals, including regulatory in connection with the Facilities and the Acquisition from all relevant authorities in all relevant jurisdictions;

1.2 there being no material adverse change as set out in the Mandate Letter;

1.3 there being no event or circumstance in relation to the Acquisition which would result in Investec, the Company and/or its Affiliates acting contrary to any law, regulation, treaty or official directive binding on it, and

1.4 the preparation, execution, implementation and coming into force of the Facility Documents to the satisfaction of Investec, implemented substantially on the terms and conditions under the Term Sheet.

We look forward to working with you on the conclusion of the Acquisition and related Facilities.

Yours faithfully

For and on behalf of

Investec Bank Limited

Capital Markets	Johannesburg
	Investec Bank Limited 100 Grayston Drive Sandown Sandton 2196 PO Box 785700 Sandton 2146 South Africa T +27 (0) 11 286 7000 F +27 (0) 11 286 7777 www.capitalmarkets.investec.com

Mr Chris Chadwick

Gold One International Limited

Level 3

100 Mount Street

North Sydney

NSW

2060

19 May 2011

Dear Sir

OUTSTANDING TERM SHEET CONDITIONS PRECEDENT IN RESPECT OF FINANCING FACILITIES TO THE GROUP FOR THE ACQUISITION OF ALL OF THE SHARES IN RAND URANIUM (PROPRIETARY) LIMITED

We, Investec Bank Limited (“Investec”), refer to the revised commitment letter dated 19 May 2011 (“the Revised Commitment Letter”). Terms defined in the Revised Commitment Letter shall have the same meaning for purposes of this letter.

We refer to the Term Sheet and confirm that only the following conditions precedent to drawdown, as set out in the Term Sheet, remain to be fulfilled to the satisfaction of Investec:

1. paragraph (h): satisfactory conclusion of a suitable sale and purchase agreement in respect of the entire issued share capital in Rand Uranium (Proprietary) Limited and proof of settlement of the balance of the acquisition costs;

2. paragraph (i): satisfactory settlement of the convertible debentures, including the release of security arrangements;

3. paragraph (j) all security is in place, with all required formalities having been concluded, including evidence that all necessary consents, licenses, board approvals and governmental authorisations required by law are in place;

4. paragraph (k): all project accounts are opened;

5. paragraph (m): executed documentation along with evidence of authorisation to execute the documentation, including appropriate shareholder and regulatory approvals;

6. paragraph (n): receipt of all documents in respect of the borrower and guarantors as may be required in relation to compliance with the Financial Intelligence Centre Act;

7. paragraph (o): evidence to the satisfaction of the lenders that there has been no material adverse change (i) to the business, operations, assets, property, condition (financial or otherwise), prospects or results of the operations of the borrower, the project, the guarantors or the guarantor group taken as a whole since their last audited annual financial statements; and/or (ii) in either the local or international debt, capital, syndicated loan or commodity markets relevant to the facility;

Capital Markets, a division of Investec Bank Limited. Reg. No. 1969/004763/06. A member of the Investec Group. An authorised financial services provider. A registered credit provider registration number NCRCP9.

Directors F Titi (Chairman), D M Lawrence* (Deputy Chairman), S Koseff* (Chief Executive), B Kantor* (Managing), S E Abrahams, G R Burger*, M P Malungani, K X T Socikwa, B Tapnack*, P R S Thomas, C B Tshlli    * Executive Company Secretary: B Coetsee

Australia Botswana Canada Guernsey Hong Kong Ireland Jersey Mauritius Namibia South Africa Switzerland Taiwan United Kingdom United States

8. paragraph (p): opinions of legal counsel to the lenders, the borrower and the guarantors from each relevant jurisdiction in a form satisfactory to the lenders;

9. paragraph (r): payment of fees; and

10. paragraph (s): no event of default or potential event of default.

Yours faithfully

For and on behalf of

Investec Bank Limited

Capital Markets	Johannesburg
	Investec Bank Limited 100 Grayston Drive Sandown Sandton 2196 PO Box 785700 Sandton 2146 South Africa T +27 (0) 11 286 7000 F +27 (0) 11 286 7777 www.capitalmarkets.investec.com

Mr Chris Chadwick

Gold One International Limited

Level 3

100 Mount Street

North Sydney

NSW

2060

20 May 2011

Dear Sir

REVISED LETTER WITH REGARD TO OUTSTANDING TERM SHEET CONDITIONS PRECEDENT IN RESPECT OF FINANCING FACILITIES TO THE GROUP FOR THE ACQUISITION OF ALL OF THE SHARES IN RAND URANIUM (PROPRIETARY) LIMITED

We, Investec Bank Limited (“Investec”), refer to our letter dated 19 May 2011 confirming the outstanding term sheet conditions precedent in respect of the above financing.

We refer to the Term Sheet and confirm that only the following conditions precedent to drawdown, as set out in the Term Sheet, remain to be fulfilled to the satisfaction of Investec:

1. paragraph (h): satisfactory conclusion of a suitable sale and purchase agreement in respect of the entire issued share capital in Rand Uranium (Proprietary) Limited and proof of settlement of the balance of the acquisition costs. We confirm that we are satisfied with the terms of the current draft of the sale and purchase agreement (marked “Purchaser’s draft May, 19, 2011”);

2. paragraph (l): satisfactory settlement of the convertible debentures, including the release of security arrangements;

3. paragraph (j) all security is in place, with all required formalities having been concluded, including evidence that all necessary consents, licenses, board approvals and governmental authorisations required by law are in place;

4. paragraph (k): all project accounts are opened;

5. paragraph (m): executed documentation along with evidence of authorisation to execute the documentation, including appropriate shareholder and regulatory approvals;

6. paragraph (n): receipt of all documents in respect of the borrower and guarantors as may be required in relation to compliance with the Financial Intelligence Centre Act;

7. paragraph (o): evidence to the satisfaction of the lenders that there has been no material adverse change (i) to the business, operations, assets, property, condition (financial or otherwise), prospects or results of the operations of the borrower, the project, the guarantors or the guarantor group taken as a whole since their last audited annual financial statements; and/or (ii) in either the local or international debt, capital, syndicated loan or gold markets relevant to the facility. We confirm that as at the date of this letter no material adverse change has occurred;

Capital Markets, a division of Investec Bank Limited. Reg. No. 1969/004763/06. A member of the Investec Group. An authorised financial services provider. A registered credit provider registration number NCRCP9.

Directors F Titi (Chairman), D M Lawrence* (Deputy Chairman), S Koseff* (Chief Executive), B Kantor* (Managing), S E Abrahams, G R Burger*, M P Malungani, K X T Socikwa, B Tapnack*, P R S Thomas, C B Tshili    * Executive Company Secretary: B Coatsee

Australia Botswana Canada Guernsey Hong Kong Ireland Jersey Mauritius Namibia South Africa Switzerland Taiwan United Kingdom United States

8. paragraph (p): opinions of legal counsel to the lenders, the borrower and the guarantors from each relevant jurisdiction, in respect of the powers, capacity and authority of the parties to enter the Facility Documents and the enforceability thereof, in a form satisfactory to the lenders;

9. paragraph (r): payment of fees; and

10. paragraph (s): no event of default or potential event of default.

Yours faithfully

For and on behalf of

Investec Bank Limited

Annexure G - Relevant individuals

John Munro - CEO

Dave King - CFO

Grant Stuart - Executive

Harry Joelson - Project Manager

Herculus Jacobs - Head Metallurgy

Rex Zorab - Head Environment

Frans Agenbag - GM

Hiiten Ooka - Fin Manager

Deon Hahn - Engineering Manager

Marius Jacobs - H.R. Manager

Jurgens Visser - Corporate Mineral Resource Manager

100

EX-4.28

Exhibit 4.28

TERMINATION AGREEMENT

1 We, the undersigned, refer to the oral management agreement (“Harmony Management Agreement”) between Rand Uranium Proprietary Limited (“Rand Uranium”) and Harmony Gold Mining Company Limited (“Harmony”) in terms of which Harmony provides certain management services to Rand Uranium.

2 Each of Rand Uranium and Harmony hereby agrees to the termination of the Harmony Management Agreement, with effect from the date of signature of this termination agreement by the party last signing.

3 Neither of the parties to this termination agreement shall have any claim of any nature or kind whatsoever, and howsoever arising, against the other party, as a result of the termination of the Harmony Management Agreement, and Harmony accordingly relinquishes all its rights under the Harmony Management Agreement in accordance with this termination agreement.

4 The parties acknowledge that Harmony has not received and is not entitled to and will not receive any consideration for the termination of the Harmony Management Agreement in terms of this termination agreement.

5 This termination agreement constitutes the entire agreement between the parties regarding the termination of the Harmony Management Agreement.

6 For the purposes of this termination agreement, references to Harmony shall be construed as references to Harmony, each of its subsidiaries and its affiliates to the extent that such subsidiaries or affiliates provided certain management services to Rand Uranium.

7 No party shall assign or transfer or purport to assign or transfer to any person any of its rights or obligations under this termination agreement, without the prior written consent of the other party.

8 This termination agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this termination agreement by signing any such counterpart.

9 This termination agreement shall be governed by and construed in accordance with South African law.

[Signature Page on the next page]

SIGNED at Bryanston on 19 September 2011

For and on behalf of

RAND URANIUM PROPRIETARY LIMITED

/s/

Signature

John Munro

Name of Signatory

CEO

Designation of Signatory

SIGNED at Randfontein on 21 September 2011

For and on behalf of

HARMONY GOLD MINING COMPANY LIMITED

/s/

Signature

Hannes Meyer

Name of Signatory

Financial Director

Designation of Signatory

EX-4.29

Exhibit 4.29

EXECUTION

AMENDED TRUST DEED OF THE

TLHAKANELO EMPLOYEE SHARE TRUST

between

HARMONY GOLD MINING COMPANY LIMITED

and

RIANA BISSCHOFF

TABLE OF CONTENTS

1   PARTIES	1
2   INTERPRETATION	1
PART I: THE TRUST	10
3   INTRODUCTION	10
4   PURPOSE	10
5   TRUST CONTRIBUTION	10
6   CREATION AND ADMINISTRATION OF THE TRUST	11
7   APPOINTMENT OF TRUSTEES	11
8   CESSATION OF OFFICE OF TRUSTEES	13
9   SUCCESSION	13
10 MEETINGS AND PROCEDURES OF TRUSTEES	14
11 POWERS OF THE TRUSTEES	15
12 DUTIES OF TRUSTEES	17
13 PRIVILEGES OF TRUSTEES	18
14 REMUNERATION OF TRUSTEES	19
15 INDEMNITY	19
16 TERMINATION OF TRUST	19
PART II: PARTICIPATION	20
17 OBLIGATIONS OF THE PARTICIPANTS	20
18 ELIGIBILITY	20
19 OFFERS	20
20 ACCEPTANCE AND ALLOCATIONS	23
21 VESTING OF SCHEME SHARES AND SARS	24
22 RESTRICTIONS	25
23 DELIVERY OF SCHEME SHARES	25
24 DELIVERY OF ENTITLEMENT SHARES	26
25 TAX LIABILITY	29
26 VOTING RIGHTS	30
27 DISTRIBUTIONS	31
28 TERMINATION OF EMPLOYMENT	31
29 PAYMENTS OF AMOUNTS TO DEPENDANTS OF PARTICIPANTS	33
30 MEETINGS OF THE PARTICIPANTS	33
PART III: REGULATORY MATTERS	35
31 SCHEME LIMITS	35
32 RECONSTRUCTION OR TAKEOVER	35
33 VARIATION IN SHARE CAPITAL	36
34 DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS	37
35 AMENDMENTS TO THIS TRUST DEED	37
PART IV: GENERAL	38
36 DISPUTE RESOLUTION AND DEADLOCKS	38

37 DOMICILIUM CITANDI ET EXECUTANDI	38
38 COSTS	39
39 GENERAL	39
40 SIGNATURE	40

1 PARTIES

1.1 The Parties to this Trust Deed are –

1.1.1 Harmony Gold Mining Company Limited; and

1.1.2 Riana Bisschoff.

1.2 The Parties agree as set out below.

2 INTERPRETATION

2.1 In this Trust Deed, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

2.1.1 “Act” means the Companies Act, No 71 of 2008;

2.1.2 “Additional Cash Bonus” means, in the event that the Share Price Appreciation is equal to or less than zero, and subject to the conditions contemplated in clause 24.7, a cash bonus by the Company to a Participant in respect of services rendered, in the amount of R18 (eighteen Rand) per SAR;

2.1.3 “Allocate” means, in relation to a Scheme Share, the act by the Company of issuing a Scheme Share to the Trustees as nominees of the Qualifying Employees, and, in relation to a SAR, the act by the Trustees of granting a SAR to a Qualifying Employee in accordance with the provisions of this Trust Deed, and “Allocated” and “Allocation” shall have a corresponding meaning;

2.1.4 “Allocation Date” means the date on which an Allocation is made to a Qualifying Employee in accordance with clause 20;

2.1.5 “Auditors” means the auditors for the time being of the Company;

2.1.6 “Bad Leaver” means a Participant, whose participation in the Scheme is terminated due to –

2.1.6.1 the Participant being lawfully dismissed or resigning from his employment with the Company;

2.1.6.2 there being grounds which would have justified a summary dismissal at law and the Trustees elect to rely on such grounds for the purposes of the

1

Scheme; or

2.1.6.3 a Participant being in breach of any of the provisions of this Trust Deed and failing to remedy such breach within 7 (seven) days after being called upon in writing to do so by the Trustees;

2.1.7 “Board” means the board of directors for the time being of the Company or any committee thereof to or upon whom the powers of the directors in respect of this Scheme are delegated or are conferred in accordance with the Company’s memorandum of incorporation;

2.1.8 “Cash Bonus” means, in the event that the Share Price Appreciation is less than R18 (eighteen Rand) but more than zero, and subject to the conditions contemplated in clause 24.5, a cash bonus by the Company to a Participant in respect of services rendered, the amount of which shall be determined in accordance with clause 24.5;

2.1.9 “Commencement Date” means 15 March 2012;

2.1.10 “Company” means Harmony Gold Mining Company Limited, registration number 1950/038232/06, a limited liability public company duly incorporated in the Republic of South Africa;

2.1.11 “Control” means –

2.1.11.1 the holding of shares or the aggregate of holdings of shares or other securities in the Company entitling the holder thereof to exercise, or cause to be exercised, more than 50% (fifty percent) of the voting rights at shareholders meetings of a company irrespective of whether such holding or holdings confers de facto control; or

2.1.11.2 the holding or control by a shareholder or member alone or pursuant to an agreement with other shareholders or members of more than 50% (fifty percent) of the voting rights in a company; or

2.1.11.3 the ability to appoint the majority of the directors of a company;

2.1.12 “CSDP” means a person that holds in custody and administers securities or an interest in securities and that has been accepted in terms of section 34 of the Securities Services Act, No 36 of 2004 as a participant;

2.1.13 “Delivery Date” means, in respect of Vested Scheme Shares, a date

2

occurring within 14 (fourteen) days after the Vesting Date of such Scheme Shares, as determined by the Trustees in their Discretion;

2.1.14 “Discretion” means a sole, absolute and unfettered discretion;

2.1.15 “Dispose” means sell, alienate, transfer, donate, exchange, distribute, or in any manner or otherwise dispose of or enter into any arrangement or transaction whatsoever (whether or not subject to any suspensive or resolutive condition) which may have the same or similar effect as any of the aforementioned sale, alienation, donation, exchange, distribution, transfer or disposal (including, but not limited to, any arrangements or transactions, or the cession of any rights or the granting of any option or any derivative or similar transaction which would have the same or substantially similar economic effect, whether in whole or in part) or realise any value in respect of or in any manner or otherwise dispose of and “Disposal” shall have a corresponding meaning;

2.1.16 “Election Notice” means a written election notice, in such form as may be prescribed by the Trustees from time to time, duly executed by a Participant in terms of which a Participant makes an election in respect of his (i) Vested Scheme Shares as envisaged in clause 23.1.5 and/or (ii) Entitlement Shares as envisaged in clause 24.1.6;

2.1.17 “Entitlement Shares” means the Ordinary Shares to which a Participant may become entitled pursuant to the Vesting of his SARs, the number of which shall be determined in accordance with clause 24.2;

2.1.18 “Expert” means an independent person with the appropriate expertise, as determined by the Board, appointed from time to time by the Trustees, upon instructions from the Board in their Discretion, for any purpose under the Scheme;

2.1.19 “Financial Year” means the Company’s financial year commencing on 1 July and ending on 30 June in each year;

2.1.20 “First Allocation Date” means the date with effect from which the first Allocation of Scheme Shares and SARs under the Scheme is made;

2.1.21 “Good Leaver” means a Participant whose employment with the Company is terminated due to his retrenchment or retirement;

3

2.1.22 “Initial Period” means the period commencing on the date of registration of the Trust Deed with the Master and terminating 6 (six) months thereafter;

2.1.23 “JSE” means the JSE Limited, registration number 2005/022939/06, a limited liability public company duly incorporated in the Republic of South Africa, licensed to operate an exchange in accordance with the Securities Services Act, No 36 of 2004;

2.1.24 “Listings Requirements” means the JSE Limited Listings Requirements;

2.1.25 “Market Value” means the volume-weighted average traded price of an Ordinary Share as quoted on the securities exchange operated by the JSE for the 10 (ten) days immediately preceding the date on which a determination of the Market Value of Shares is to be made;

2.1.26 “Master” means the Master of the High Court, Johannesburg, or any other person, body or authority provided for in the Trust Property Control Act, No. 57 of 1988;

2.1.27 “New Qualifying Employees” means Qualifying Employees who are employed by the Company after the first Offer Date;

2.1.28 “Offer” means an offer made under the Scheme to a Qualifying Employee to receive Scheme Shares and/or SARs, subject to the terms and conditions as set out in this Trust Deed;

2.1.29 “Offer Date” means the date with effect from which an Offer is made to a Qualifying Employee in accordance with clause 19 as set out in the Offer Letter;

2.1.30 “Offer Letter” means the letter delivered to each Participant setting out the details of the Offer as envisaged in clause 19.9;

2.1.31 “Offer Price” means the Market Value of an Ordinary Share notionally underlying a SAR on the Offer Date;

2.1.32 “Ordinary Share” means an ordinary share in the issued share capital of the Company;

2.1.33 “Participant” means a Qualifying Employee who has received and accepted an Offer and who beneficially owns Scheme Shares and/or holds SARs, and, where required by the context, his heirs, executors, administrators or trustees;

4

2.1.34 “Participant Representatives” means the representatives of each of the Unions;

2.1.35 “Parties” means the Company and the Trustees, and “Party” means any one of them as the context may require;

2.1.36 “Qualifying Employees” means employees who are permanently employed by the Company and who do not participate in any of the Company’s other share incentive schemes, and who will be eligible to receive an Offer in terms of the Scheme; 14.1 (a)

2.1.37 “Reconstruction” or “Takeover” means any takeover, merger, reconstruction, however effected, including a reverse takeover, reorganisation or scheme of arrangement sanctioned by the court, but does not include any event which does not involve any change in Control of the Company;

2.1.38 “Rules” means such rules as may established by the Board as envisaged in clause 6.3;

2.1.39 “SARs” or “Share Appreciation Rights” means a conditional right to receive Ordinary Shares in terms of the Scheme, the number of which shall be determined in accordance with the formula contemplated in clause 24.2. For the avoidance of doubt, it is recorded that, every SAR shall be determined by reference to Ordinary Shares and not cash entitlements;

2.1.40 “Scheme” means the share incentive scheme created by the Company for the benefit of Qualifying Employees, the terms and conditions of which are set out in this Trust Deed;

2.1.41 “Scheme Shares” means Ordinary Shares to be offered to Qualifying Employees in terms of the Scheme, which shares, upon issue, shall be subject to the terms and conditions of this Trust Deed until such time as the Scheme Shares Vest in the Participant and are delivered to him as envisaged in clause 23.2.1;

2.1.42 “Settlement Date” means, in respect of Entitlement Shares, a date occurring within 14 (fourteen) days from the Vesting Date of such Entitlement Shares, as determined by the Trustees in their Discretion;

2.1.43 “Share Price Appreciation” means, in respect of a SAR, the amount determined by deducting the Offer Price from the Vesting Price;

5

2.1.44 “Subscription Price” means the subscription price payable by a Qualifying Employee in respect of the Scheme Shares to be issued to the Trustees for as nominees of the Qualifying Employee pursuant to the acceptance of an Offer, which subscription price shall be R0.50 (fifty cents) (being the par value of the said Scheme Shares as at the First Allocation Date); 14.1  (d)(i)  &
(ii)

2.1.45 “Superannuation” means where a Participant’s employment with the Company is terminated due to his/her death, serious disability or serious incapacity;

2.1.46 “Trust” means the Tlhakanelo Employee Share Trust, being the trust constituted in terms of this Trust Deed, Master’s reference No. IT738/2012;

2.1.47 “Trust Deed” means this deed of Trust, together with any annexures hereto;

2.1.48 “Trustees” means the trustees holding office as such from time to time in terms of this Trust Deed, in their capacity as such;

2.1.49 “Trust Fund” means all property held by or on behalf of the Trustees under the Trust including, but not limited to, the moneys upon which the Trust is settled, all moneys and property paid to or transferred or borrowed and accepted or acquired by the Trustees or held on their behalf under the Trust, all additions or accretions or income in the hands of the Trustees or interest thereto, any proceeds of transfer of any property and includes any part or parts thereof. For the avoidance of doubt, neither the Scheme Shares nor the distributions envisaged in clause 27 shall form part of the Trust Fund;

2.1.50 “Unions” means The National Union of Mine Workers, UASA and Solidarity and such other unions as may be recognised by the Company from time to time;

2.1.51 “Vest” means, on the relevant Vesting Date, in respect of –

2.1.51.1 Scheme Shares, that the Participant will be entitled to the release of a number of Scheme Shares (determined in accordance with clause 23.2) on the Delivery Date; and

2.1.51.2 SARs, that the Participants are entitled to receive Ordinary Shares on the Settlement Date, the number of which shall be determined in accordance with the formula contemplated in clause 24.2,

6

and “Vesting” and “Vested” shall have a corresponding meaning;

2.1.52 “Vesting Date” means, in respect of Scheme Shares and SARs, each of the dates envisaged in clause 21.1; and

2.1.53 “Vesting Price” means the Market Value of an Ordinary Share notionally underlying a SAR on the Vesting Date.

2.2 In this Trust Deed -

2.2.1 clause headings and the heading of the Deed are for convenience only and are not to be used in its interpretation;

2.2.2 an expression which denotes -

2.2.2.1 any gender includes the other genders;

2.2.2.2 a natural person includes a juristic person and vice versa;

2.2.2.3 the singular includes the plural and vice versa; and

2.2.2.4 a Party includes a reference to that Party’s successors in title and assigns allowed at law.

2.3 Any reference in this Trust Deed to –

2.3.1 “business hours” shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;

2.3.2 “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;

2.3.3 “law” means any law of general application and includes the common law and any statute, constitution, decree, treaty, regulation, directive, ordinance, by-law, order or any other enactment of legislative measure of government (including local and provincial government) statutory or regulatory body which has the force of law;

2.3.4 “person” means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality; and

7

2.3.5 “writing” means legible writing and in English and includes any form of electronic communication contemplated in the Electronic Communications and Transactions Act, No 25 of 2002.

2.4 The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.

2.5 The words “shall” and “will” and “must” used in the context of any obligation or restriction imposed on a Party have the same meaning.

2.6 Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 2 or elsewhere in this Trust Deed, shall be given effect to as if it were a substantive provision in the body of the Deed.

2.7 Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Trust Deed.

2.8 Unless otherwise provided, defined terms appearing in this Trust Deed in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.

2.9 A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

2.10 Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

2.11 If the due date for performance of any obligation in terms of this Trust Deed is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately preceding business day.

2.12 Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

8

2.13 The rule of construction that this Trust Deed shall be interpreted against the Party responsible for the drafting of this Trust Deed, shall not apply.

2.14 The expiration or termination of this Trust Deed shall not affect such of the provisions of this Trust Deed as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

2.15 Whenever any person is required to act “as an expert and not as an arbitrator” in terms of this Trust Deed, then –

2.15.1 the determination of the expert shall (in the absence of manifest error) be final and binding;

2.15.2 subject to any express provision to the contrary, the expert shall determine the liability for his or its charges, which shall be paid accordingly;

2.15.3 the expert shall be entitled to determine such methods and processes as he or it may, in his or its sole discretion, deem appropriate in the circumstances provided that the expert may not adopt any process which is manifestly biased, unfair or unreasonable;

2.15.4 the expert shall consult with the relevant parties (provided that the extent of the expert’s consultation shall be in his or its sole discretion) prior to rendering a determination; and

2.15.5 having regard to the sensitivity of any confidential information, the expert shall be entitled to take advice from any person considered by him or it to have expert knowledge with reference to the matter in question.

2.16 Any reference in this Trust Deed to “this Trust Deed” or any other agreement or document shall be construed as a reference to this Trust Deed or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.

2.17 In this Trust Deed the words “clause” or “clauses” and “annexure” or “annexures” refer to clauses of and annexures to this Trust Deed.

9

PART I: THE TRUST

3 INTRODUCTION

3.1 Whereas the Company wishes to –

3.1.1 provide a platform for employee education and appreciation of the corporate financial system; and

3.1.2 incentivise its employees,

the Company hereby establishes the Scheme in order to –

3.1.3 help create awareness among Qualifying Employees of the implications of share ownership in the Company, the particular challenges facing the Company’s shareholders and the future of the Company; and

3.1.4 incentivise employees to act in a manner which promotes wealth creation for shareholders by ensuring that Qualifying Employees benefit directly from an increase in the share price as well as the declaration of distributions by the Company in accordance with clause 27.

4 PURPOSE

4.1 The Scheme is intended to provide a means by which to reward Qualifying Employees by enabling them to acquire Scheme Shares and Share Appreciation Rights, thereby aligning their interests with that of shareholders by allowing them to benefit from the economic growth of the Company.

4.2 The Trustees’ responsibilities in implementing the Scheme include, inter alia, the administration and management of the Scheme, in terms of which Scheme Shares and Share Appreciation Rights are to be Offered and Allocated to Qualifying Employees.

5 TRUST CONTRIBUTION

5.1 The Company hereby makes a capital contribution of R100,000 (one hundred thousand Rand) to the Trust as initial capital.

5.2 The Company shall from time to time make additional contributions to the Trust in order to enable the Trustees to meet all the expenditure incurred for the proper administration of the Scheme and the execution of their duties as envisaged in

10

this Trust Deed, including the incurral of Scheme administration costs and the costs associated with purchasing Scheme Shares as envisaged in clause 28.2.1.2.

6 CREATION AND ADMINISTRATION OF THE TRUST

6.1 A trust to be known as the “Tlhakanelo Employee Share Trust” is hereby created for the benefit of Qualifying Employees, upon the terms and conditions set out in this Trust Deed.

6.2 The Trust shall be administered for the purposes, and in the manner as set out in this Trust Deed.

6.3 The Board shall, subject to the provisions of this Trust Deed and Listings Requirements, be entitled to establish such rules as it may deem necessary for the proper administration of the Scheme and the Trust and to make such determinations and interpretations and to take such steps in connection therewith as it may deem necessary or desirable.

6.4 The Rules shall be in writing, shall become operative when a copy thereof is received by the Trustees and shall be deemed to form part of this Trust Deed.

6.5 The Board may delegate or confer, in accordance with the memorandum of incorporation of the Company, some or all of the powers exercisable by them in terms of this Trust Deed to a committee of the Board on such terms and for such period as it may deem fit, provided that it may revoke any such appointment and vary the terms of any delegation or conferral.

6.6 Subject to the approval of the Commissioner for the South African Revenue Service, the financial year of the Trust shall coincide with the financial year of the Company.

7 APPOINTMENT OF TRUSTEES

Initial Period

7.1 Riana Bisschoff (identity number 770922 0033 087) is hereby appointed by the Board to be the Trustee of the Trust during the Initial Period, and she does by her signature to this document, hereby accept such appointment and undertakes to administer the Trust in accordance with the terms of this Trust Deed as soon as Letters of Authority are issued to her.

11

7.2 Upon the expiry of the Initial Period, the number of Trustees shall increase to 10 (ten) and the Board and the Participant Representatives shall, as soon as practicably possible thereafter, appoint Trustees in accordance with clause 7.4 below.

After the Initial Period

7.3 After the Initial Period, there shall at all times be 10 (ten) Trustees on the board of Trustees.

7.4 After the Initial Period the Trustees shall be appointed as follows -

7.4.1 5 (five) Trustees by the Participant Representatives (the “Participant Trustees”); and

7.4.2 5 (five) Trustees by the Board (the “Company Trustees”).

7.5 For the avoidance of doubt, it is recorded that any appointment of a Trustee by the Board or the Participant Representatives in terms of this Trust Deed will at all times be subject to the Master authorising such Trustee to act as trustee of the Trust by issuing Letters of Authority to that Trustee, failing which, such appointment will be of no force or effect.

7.6 If at any time after the Initial Period the number of Trustees falls below 10 (ten), the Trustees in office at the time shall be entitled to continue to act in all matters affecting the Trust pending the appointment of replacement Trustee/s by the Board or the Participant Representatives, as the case may be, and the fact that the number of Trustees falls below 10 (ten) after the Initial Period shall not invalidate any actions taken by the Trustees in office at that time.

7.7 Notwithstanding anything to the conrtary herein contained and in accordance with the Listings Requirements – 14.4.; 14.5.

7.7.1 neither the executive directors of the Company nor the Participants may be appointed as Trustees;

7.7.2 a Trustee may not be or become a Participant under the Scheme while acting as Trustee; and

7.7.3 non-executive directors of the Company may be appointed as Trustees provided that they are not Participants.

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7.8 A juristic person may be a Trustee of the Trust.

8 CESSATION OF OFFICE OF TRUSTEES

8.1 Each Trustee for the time being and each successor shall remain in office until such Trustee ceases to hold office in terms of clause 8.2.

8.2 The office of Trustee shall become vacant if –

8.2.1 the Trustee is found guilty of any offence involving dishonesty;

8.2.2 the Trustee is liquidated or wound up (provisionally or otherwise) or, in the case of an individual, the Trustee’s estate is sequestrated (provisionally or otherwise);

8.2.3 the Trustee becomes incapacitated in law to hold the office of trustee;

8.2.4 the Trustee becomes a Participant or an executive director of the Company; 14.4.; 14.5

8.2.5 the Board or the Participant Representatives, as the case may be, remove the Trustee at any time on 1 (one) calendar month’s notice in writing to such Trustee;

8.2.6 the Trustee resigns on 1 (one) calendar month’s notice in writing to the Board, in the case of a Company Trustee, or to the Participant Representatives, in the case of a Participant Trustee and to the his co-Trustees; provided that the Board or the Participant Representatives, as the case may be, may, at the request of the Trustee, waive the full notice period; or

8.2.7 in the case of a Trustee who is a natural person, he is disqualified from acting as a director in terms of the Act.

9 SUCCESSION

9.1 The Board or the Participant Representatives, as the case may be, will appoint another Trustee (“Replacement Trustee”) to succeed a Trustee who has ceased to hold office as a Company Trustee or Participant Trustee, respectively, in terms of clause 8.2 within 21 (twenty one) days’ of such Trustee ceasing to hold office. If the Board or the Participant Representatives, as the case may be, fails to appoint the Replacement Trustee within the 21 (twenty one) day period, the Trustees then in office shall, in a meeting of Trustees, have the power to appoint the Replacement Trustee.

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9.2 Until the Master issues Letters of Authority to the Replacement Trustee the remaining Trustees may continue to perform all the powers and duties of a Trustee under this Trust Deed, provided that the Replacement Trustee shall take the necessary steps to obtain the Letters of Authority.

9.3 Subject to the Master issuing Letters of Authority appointing the Trustee nominated by the Board or the Participant Representatives, as the case may be, any Trustee succeeding to office as such shall become bound by the provisions of this Trust Deed and, in his capacity as Trustee, automatically become vested with the assets and liabilities of the Trust and in every way, with immediate effect, take the place of and assume the powers and duties of the Trustee whom he has succeeded.

10 MEETINGS AND PROCEDURES OF TRUSTEES

10.1 The Trustees shall regulate their meetings as they deem fit.

10.2 The Trustees may elect, from amongst themselves, a chairperson from time to time to hold office for such period as they may determine; provided that such chairperson shall not have a second or casting vote.

10.3 After the Initial Period, the quorum for any meeting of Trustees shall be 2 (two) Trustees, of whom 1 (one) shall be a Company Trustee and 1 (one) shall be a Participant Trustee.

10.4 Each Trustee shall be entitled to 1 (one) vote at a meeting of the Trustees.

10.5 The decision of the majority of the Trustees present at a quorate meeting shall be deemed to be the decision of all the Trustees.

10.6 The Trustees shall keep written minutes of the meetings of Trustees and shall minute all resolutions passed by the Trustees.

10.7 A resolution in writing signed by all the Trustees shall be valid and effective as if it had been passed at a meeting of the Trustees, even if the Trustees sign more than one document.

10.8 The Trustees may conduct meetings by using telecommunication equipment. Any resolution passed in that way shall, if subsequently reduced to writing and signed by the relevant Trustees, be as valid and effective as a resolution passed at a conventional meeting of Trustees.

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11 POWERS OF THE TRUSTEES

11.1 The Trustees shall, in addition to such other powers as may be conferred upon them by law or elsewhere in this Trust Deed, have the following powers –

11.1.1 to do all things reasonably necessary to give effect to the Scheme;

11.1.2 to open a CSDP account for purposes of holding the Scheme Shares on behalf of and for the beneficial interest of the Participants;

11.1.3 for purposes of the Scheme, to borrow or raise monies from the Company only, provided that if the Trustees are able to borrow or raise monies on better terms from a third party than from the Company, the Trustees may borrow or raise monies from such third party with the prior consent of the Board;

11.1.4 to receive and accept capital contributions from the Company;

11.1.5 to make Offers and Allocations to Qualifying Employees;

11.1.6 to receive and accept forfeited Scheme Shares which shall be used by the Trustees for purposes of making future Offers to New Qualifying Employees as envisaged in clause 19.4;

11.1.7 instead of acting personally, to employ, as far as may reasonably be necessary, and to pay, any attorney or any other person to transact any business or do any act of whatsoever nature required to be done pursuant to this Trust Deed, including the administration of the Trust and the receipt or of payment of money;

11.1.8 to take and act upon any expert or professional advice;

11.1.9 to delegate to any person the performance of all or any acts or the exercise of all or any Discretions which they are entitled to perform or exercise under this Trust Deed;

11.1.10 subject to the Trust Property Control Act, No. 57 of 1988, to open and operate banking accounts with registered banks;

11.1.11 to invest any surplus monies of the Trust in call or deposit accounts with a registered bank;

11.1.12 to draw, accept, make or endorse cheques, bills of exchange or promissory

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notes for and on behalf of the Trust;

11.1.13 to exercise all rights conferred by Scheme Shares and other assets of the Trust on behalf of the Participants, including voting rights, rights of conversion, rights to take up further allotments by way of capitalisation issues or rights issues and the like, as they may determine in their Discretion;

11.1.14 to exercise such further rights, powers and authorities as may from time to time be conferred upon them by the Board;

11.1.15 to repay any loans advanced to the Trust;

11.1.16 pursuant to the Delivery Date and the Settlement Date, to sell Vested Scheme Shares and/or Entitlement Shares respectively, provided that the Trustees shall only have the power to sell Vested Scheme Shares or Entitlement Shares where instructed to do so by a Participant in terms of this Trust Deed (including a deemed instruction as envisaged in clauses 23.2.2 and 24.3.2) or in order to raise sufficient funds to settle a Participant’s tax liability as envisaged in clause 25;

11.1.17 to employ accountants, attorneys, agents or brokers to transact all or any business of whatsoever nature required to be done pursuant to this Trust Deed and shall not be responsible for the loss occasioned by the employment of any such accountants, attorneys, agents or brokers;

11.1.18 to reimburse themselves from the Trust Fund for all reasonable expenses which may be incurred by them in or about the execution of the powers and duties conferred upon them in terms of this Trust Deed;

11.1.19 to have the locus standi in judico and be capable of bringing, defending, opposing, withdrawing, settling, compounding or otherwise acting in connection with any proceedings whatsoever in or before any Court or in any arbitration or before any other forum relating to the Trust or the affairs of the Trust; and

11.1.20 to exercise each and every power which they may or could require for the due and proper administration of this Trust, and in order to achieve all of the intents and object of this Trust.

11.2 Without prejudice to anything aforesaid, the Trustees shall have –

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11.2.1 full capacity to contract on behalf of the Trust, subject always to such limitations, if any, as may be imposed by this Trust Deed, provided that they will under no circumstances be personally liable under any such contract;

11.2.2 legal standing and be capable of bringing, defending, opposing, withdrawing, settling and/or otherwise acting in connection with any proceedings whatsoever in or before any court, arbitration or other forum; provided that all costs reasonably incurred by them in that regard shall be for the account of the Trust.

11.3 A Trustee who is an attorney or other person engaged in any profession, may be employed in his professional capacity to act, and may charge and be paid by the Trust all reasonable professional charges for any business or act done by him or his firm in pursuance of this Trust Deed.

12 DUTIES OF TRUSTEES

12.1 In addition to any other duty imposed by this Trust Deed (whether expressed or implied), the Trustees shall–

12.1.1 give effect to and implement the provisions of this Trust Deed and administer the Scheme in order to achieve and maintain the object of the Scheme and always subject to the provisions of the Act and the Listings Requirements; 14.12 14.13

12.1.2 make Offers and Allocations to Participants as envisaged in this Trust Deed, but always subject to the provisions of the Act and the Listings Requirements;

12.1.3 open a CSDP account in the name of the Trust and procure that all Scheme Shares remain nominally registered in the names of the Trustees (in their capacity as such) for the beneficial interest of the relevant Participants for so long as they remain Scheme Shares, whereafter they shall be delivered to the Participants;

12.1.4 not pledge or otherwise encumber, or sell, alienate, cede, assign or in any other manner transfer or dispose of any of the Scheme Shares other than in accordance with this Trust Deed;

12.1.5 cause proper records and books of account to be kept of the business and affairs of the Trust;

12.1.6 establish and keep updated a register of Participants in which inter alia the

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following shall be recorded from time to time –

12.1.6.1 the total number of Allocated Scheme Shares and SARs;

12.1.6.2 the number of Scheme Shares which each Participant may be entitled to receive in terms of the Scheme and the number of Allocated SARs which may Vest in each Participant; and

12.1.6.3 the name and identity number of each Participant and his residential address and contact details;

12.2 ensure that the records, books of account and register referred to above are at all times available for inspection by any member of the Board, the Auditors or other authorised representative of the Company;

12.3 cause to be prepared and audited, as soon as possible after the end of each Financial Year, the financial statements of the Trust;

12.4 as soon as possible after the financial statements of the Trust have been audited, deliver to the Board 3 (three) copies of such audited financial statements of the Trust, duly signed by the Trustees and the Auditors;

12.5 ensure that any dealings in Scheme Shares relating to the Scheme comply with the provisions of paragraphs 3.63 to 3.74 of the Listings Requirements (if applicable); 14.9(d)

12.6 make available upon request the Trust Deed to any Participant in an official language in which that person is familiar; and

12.7 carry out such duties as may be delegated to them from time to time by resolution of the Board.

13 PRIVILEGES OF TRUSTEES

A Trustee shall not –

13.1 be obliged to furnish any security to the Master or to any other officer or official for the performance of his duties in terms of this Trust Deed;

13.2 be disqualified from –

13.2.1 acting as adviser, agent, broker or attorney to or contracting with the Trust;

13.2.2 obtaining any remuneration in respect of his services in any capacity referred

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to in clause 13.2.1.

14 REMUNERATION OF TRUSTEES

14.1 The Trustees may receive for their services as Trustees such reasonable remuneration as may from time to time be resolved by the Board from time to time.

14.2 The Trustees shall be reimbursed from the Trust Fund for all reasonable expenses incurred by them in the execution of their duties as Trustees.

15 INDEMNITY

15.1 The Trustees shall not be liable for any loss sustained by the Trust or by any Participant arising from whatsoever cause, save for any loss sustained as a result of gross negligence or the wilful dishonesty of the Trustees, either collectively or individually.

15.2 A Trustee shall not be liable for any act or dishonesty or other misconduct committed by any other Trustee unless he knowingly allowed it or was an accessory thereto.

15.3 The Company hereby indemnifies the Trustees against all actions, proceedings, costs, liabilities, claims expenses and demands in respect of any matter or thing done or omitted to be done in any way in the execution of their office as Trustees, otherwise than claims –

15.3.1 arising out of their gross negligence or wilful dishonesty; and

15.3.2 in respect of which the Trustees cannot be indemnified by law.

15.4 If the Trustees in good faith make any payment to any person whom they assume to be entitled thereto under this Trust Deed and it is subsequently found that the recipient was not entitled to the payment, the Trustees shall nevertheless not be responsible for the monies so paid.

16 TERMINATION OF TRUST

16.1 The Trust shall terminate as soon as all of the following events have taken place, namely –

16.1.1 it ceases to have any obligations under the Scheme and the Trustees, with the consent of the Board, resolve that the Trust shall terminate; or

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16.1.2 its obligations in terms of the Scheme have been transferred to another share trust established for the Participants.

16.2 Upon termination, the Trustees shall realise the assets of the Trust (if any), wind-up the affairs of the Trust and pay over to such person nominated by the Company as beneficiary of the Trust, any surplus (after discharging all liabilities) remaining in the Trust.

16.3 If the Company is placed in liquidation otherwise than as contemplated in clause 32 and save for any rights to claim any payment which the Trust may then have against the Company, this Scheme shall ipso facto lapse as from the date of liquidation. For the purposes hereof “date of liquidation” shall mean the date upon which any application (whether provisional or final) for the liquidation of the Company is lodged at the relevant court.

PART II: PARTICIPATION

17 OBLIGATIONS OF THE PARTICIPANTS

Every Participant shall, in addition to and without prejudice to any obligation imposed elsewhere in this Trust Deed, whether express or implied at all times strictly observe the provisions of this Trust Deed.

18 ELIGIBILITY

Qualifying Employees shall be eligible to and shall participate in the Scheme only if and to the extent that an Offer is made to, and is accepted by them in accordance with clause 20.1.

19 OFFERS

19.1 A total of 4,288,000 (four million two hundred and eighty eight thousand) Scheme Shares and 8,576,000 (eight million five hundred and seventy six thousand) SARs shall be made available for purposes of making Offers to Qualifying Employees in terms of the Scheme.

First Offers 14.1 (f)

19.2 As soon as practicably possible after the date on which the Scheme is approved by the shareholders of the Company, the Trustees shall Offer 3,500,000 (three

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and a half million) Scheme Shares and 7,000,000 (seven million) SARs (or such lower number as may be determined by reference to the relevant number of Qualifying Employees on the First Allocation Date) to Qualifying Employees who qualify as such as at the Offer Date and the First Allocation Date, by delivering to each Qualifying Employee an Offer Letter.

19.3 The number of Scheme Shares and SARs to be Offered to each Qualifying Employee shall be on a 1:2 ratio (i.e. one Scheme Share for every 2 (two) SARs) and will be determined in accordance with the number of years of a Qualifying Employee’s service with the Company as follows –

19.3.1 less than 10 (ten) years’ of service: 100 Scheme Shares and 200 SARs;

19.3.2 10 (ten) years’ service or more: 110 Scheme Shares and 220 SARs.

Future Offers

19.4 The remaining 788,000 (seven hundred and eighty eight thousand) Scheme Shares and 1,576,000 (one million five hundred and seventy six thousand) SARs (or such other number as may constitute the balance of the Scheme Shares and SARs after the first Allocation as envisaged in clause 19.2), together with – 14.1 (f)

19.4.1 any Scheme Shares and SARs which were not accepted pursuant to the first Offer as envisaged in clause 19.2 or any subsequent Offer; and

19.4.2 Scheme Shares which have been forfeited in favour of the Trust and a number of SARs equal in number to any SARs which lapsed, as envisaged in clause 28.2.1,

shall be Offered by the Trustees to New Qualifying Employees who have not previously received an Offer and/or Allocation, each year following the First Allocation Date until the 4^th (fourth) anniversary of the First Allocation Date, by delivering an Offer Letter to each New Qualifying Employee. The Allocation of Scheme Shares and SARs to New Qualifying Employees will be dependent on the availability, at the given time, of unallocated Scheme Shares and SARs.

19.5 The number of Scheme Shares and SARs to be offered to each New Qualifying Employee shall be calculated mutatis mutandis in accordance with clause 19.3 save that the number of Scheme Shares and SARs offered to New Qualifying Employees will reduce by 1/5 (one fifth) on each anniversary of the First Allocation Date.

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19.6 For the avoidance of doubt, subject to clause 19.7, no further Scheme Shares or SARs shall be Offered or Allocated to New Qualifying Employees after the 4^th (fourth) anniversary of the First Allocation Date.

19.7 If, on the 5^th (fifth) anniversary of the First Allocation Date there are any unallocated Scheme Shares and SARs, then such Scheme Shares and SARs will be distributed to the Participants who are still employed with the Company at that date, in such manner as may be determined by the Board in its Discretion, pro rata in accordance with the number of Scheme Shares previously Allocated to them (i.e. pursuant to an initial Offer as envisaged in clause 19.2 or a subsequent Offer as envisaged in cause 19.4), it being recorded that such Participants have a vested right in relation to the unallocated Scheme Shares.

All Offers

19.8 For purposes of making the Offers, the Company will provide the Trustees with a list of the names of the relevant Qualifying Employees eligible to receive an Offer in that year, together with the number of Scheme Shares and SARs to be Offered to each Qualifying Employee.

19.9 An Offer Letter shall specify the terms of the Offer, including –

19.9.1 the Offer Date;

19.9.2 in respect of an Offer of Scheme Shares –

19.9.2.1 the number of Scheme Shares being offered;

19.9.2.2 the Vesting Dates;

19.9.2.3 the Subscription Price payable; and

19.9.3 in respect of an Offer of SARs -

19.9.3.1 the number of SARs being offered; and

19.9.3.2 the Vesting Dates.

19.10 All Offers shall –

19.10.1 be personal to the Qualifying Employee to whom it is addressed, and may only be accepted by such Qualifying Employee;

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19.10.2 be capable of acceptance in whole and not only in part;

19.10.3 indicate that, unless the Qualifying Employee specifically rejects the Offer in writing to the Company within 10 (ten) business days of the Offer Date, the Qualifying Employee will be deemed to have accepted the Offer; and

19.10.4 indicate that upon acceptance of the Offer, the Qualifying Employee will be bound by the provisions of the Trust Deed.

19.11 The Trustees shall not have any discretion regarding the Allocation of Scheme Shares and SARs to Qualifying Employees.

20 ACCEPTANCE AND ALLOCATIONS

20.1	A Qualifying Employee will be deemed to have accepted an Offer unless the Qualifying Employee specifically rejects the Offer in writing to the Company within 10 (ten) business days of the Offer Date.	14.1(d)(ii)
20.2	As soon as practically possible after the Offer is accepted and the Subscription Price has been paid, the Scheme Shares and SARs shall be Allocated to the relevant Participant as follows –	14.9(a)

20.2.1 the Company will issue the relevant number of Scheme Shares to the Trustees which Scheme Shares will be held by the Trustees as nominees for the relevant Participant. For the avoidance of doubt, it is recorded that, upon the issue of the Scheme Shares to the Trustees, the registered owner of the said shares will be the Trustees but the beneficial owner of such shares shall be the relevant Participant; and

20.2.2 the Trustees will Allocate the SARs to the relevant Participant with effect from the date on which the Company issues the relevant Scheme Shares to the Trustees as nominees of that Qualifying Employee as envisaged in clause 20.2.1, by delivering a letter of Allocation to the Qualifying Employee. It is recorded that the Entitlement Shares will only be issued by the Company to the Participant pursuant to the Vesting of a SAR in accordance with clause 21.

20.3 In the case of forfeited Scheme Shares, as envisaged in clause 28.2.1, the Trustees will forthwith hold such Scheme Shares, as beneficial owners of such Scheme Shares, for purposes of making future Offers to New Qualifying Employees as envisaged in clause 19.4. Such forfeited Scheme Shares –

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20.3.1 may not be Disposed of or otherwise encumbered by the Trustees other than in accordance with the Trust Deed; and

20.3.2 shall, for purposes of making the future Offers to New Qualifying Employees, be subject to the restrictions contained in this Trust Deed.

21 VESTING OF SCHEME SHARES AND SARS

21.1 Subject to clause 28, the Scheme Shares and SARs Allocated to a Participant shall Vest in that Participant as follows. Where a Qualifying Employee receives an Allocation –

21.1.1 on or after the First Allocation Date, but before the first anniversary of the First Allocation Date, 1/5 (one fifth) of the total number of Scheme Shares and SARs Allocated to that Participant, shall Vest in him on each annual anniversary of the Allocation Date, commencing from the first anniversary of the First Allocation Date;

21.1.2 on or after the first anniversary of the First Allocation Date, but before second anniversary of the First Allocation Date,  ¹/₄ (one fourth) of the total number of Scheme Shares and SARs Allocated to that Participant, shall Vest in him on each anniversary of the Allocation Date;

21.1.3 on or after the second anniversary of the First Allocation Date, but before the third anniversary of the First Allocation Date, 1/3 (one third) of the total number of Scheme Shares and SARs Allocated to that Participant, shall Vest in him on each anniversary of the Allocation Date;

21.1.4 on or after the third anniversary of the First Allocation Date, but before the fourth anniversary of the First Allocation Date,  ¹/₂ (half) of the total number of Scheme Shares and SARs Allocated to that Participant, shall Vest in him on each anniversary of the Allocation Date;

21.1.5 on the fourth anniversary of the First Allocation Date, the total number of Scheme Shares and SARs Allocated to that Participant shall Vest in full on the 5^th (fifth) anniversary of the First Allocation Date,

provided that if the portion of Scheme Shares and/or SARs to Vest result in a fraction of a Scheme Share and/or SAR, such fraction will be rounded up or down, as the case may be, to the nearest whole number.

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22 RESTRICTIONS 14.1(e)

22.1 A Participant shall not be entitled to pledge or otherwise encumber, or sell, alienate, cede, assign or in any other manner transfer or dispose of any of his Scheme Shares (or any rights or interest therein or thereto), until the Delivery Date.

22.2 SARs may not be transferred, ceded (whether as security or as an out-and-out cession), assigned, encumbered or otherwise disposed of by a Participant to any other person.

22.3 Entitlement Shares may not be transferred, ceded (whether as security or as an out-and-out cession), assigned, encumbered or otherwise disposed of by a Participant to any other person, until the Settlement Date.

23 DELIVERY OF SCHEME SHARES

Election

23.1 Within 30 (thirty) days before a Vesting Date, the Trustees will deliver to each relevant Participant a certificate (the “Vesting Certificate”) setting out –

23.1.1 the Vesting Date;

23.1.2 the estimated value and the number of Scheme Shares which will Vest in the Participant (“Vested Scheme Shares”);

23.1.3 the estimated amount of employees’ tax, securities transfer tax and any other taxes arising pursuant to the Vesting of the Scheme Shares;

23.1.4 the fact that the Participant shall be entitled to elect to make payment of the entire tax amount referred to in clause 23.1.3 to the Trustees in cash by a stipulated date, or to have the Trustees sell a sufficient number of Vested Scheme Shares on his behalf in order to settle his tax liability as envisaged in clause 25;

23.1.5 the fact that the Participant shall be entitled to elect to receive all the Vested Scheme Shares (subject to a sale as envisaged in clause 23.1.4) or to have the Trustees sell all (and not only some) of the Participant’s Vested Scheme Shares on his behalf by delivering an Election Notice to the Trustees by a specified date, which date shall be a date occurring at least 14 (fourteen) days before the Vesting Date; and

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23.1.6 the fact that if the Participant fails to (i) timeously deliver a duly executed Election Notice to the Trustees, that the Participant will be deemed to have elected to have the Trustees sell all of the Participant’s Vested Scheme Shares on his behalf in accordance with clause 23.2.2 or (ii) make an election regarding the settlement of his tax liability as envisaged in clause 23.1.4, that the Participant will be deemed to have elected to have the Trustees sell a sufficient number of his Vested Scheme Shares on his behalf in order to settle his tax liability.

Sale and delivery of Vested Scheme Shares

23.2 On the Delivery Date, the Trustees shall either –

23.2.1 if a Participant timeously delivered a duly executed Election Notice and elected to receive all his Vested Scheme Shares, release the relevant number of Vested Scheme Shares from the Scheme and, subject to the provisions of clause 25 deliver the relevant number of Ordinary Shares to the Participant by crediting the Participant’s CSDP account accordingly; or

23.2.2 if a Participant (i) timeously delivered a duly executed Election Notice and elected to have the Trustees sell all of his Vested Shares or (ii) failed to timeously deliver a duly executed Election Notice, release the relevant number of Vested Scheme Shares from the Scheme and sell such Shares on behalf of the Participant.

23.3 As soon as practicably possible after the Shares are sold on behalf of all the Participants envisaged in clause 23.2.2, the Trustees shall remit the average realisation price obtained per Share to each Participant in respect of each Share sold on their behalf, net of any transactional costs and taxes as envisaged in clause 25.

24 DELIVERY OF ENTITLEMENT SHARES

Election

24.1 Within 30 (thirty) days before a Vesting Date, the Trustees will deliver to each relevant Participant a certificate (the “Vesting Certificate”) setting out –

24.1.1 the Vesting Date;

24.1.2 the estimated value and the number of Entitlement Shares which the

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Participant may become entitled to on the Vesting Date;

24.1.3 the fact that, if following the Vesting of his SARs the Share Price Appreciation is –

24.1.3.1 less than R18 but more than zero, then the Participant shall be entitled to receive, separate from the right to receive any Entitlement Shares in respect of his Vested SARs, the Cash Bonus per Vested SAR in respect of services rendered; or

24.1.3.2 equal to or less than zero, then the Participant shall be entitled to receive, separate from the right to receive any Entitlement Shares (if any) in respect of his Vested SARs, an Additional Cash Bonus in the amount of R18 per Vested SAR in respect of services rendered;

24.1.4 the estimated amount of employees’ tax, securities transfer tax and any other taxes arising pursuant to the Vesting of the SARs;

24.1.5 the fact that the Participant shall be entitled to elect to make payment of the entire tax amount referred to in clause 24.1.4 to the Trustees in cash by a stipulated date, or to have the Trustees sell a sufficient number of Entitlement Shares on his behalf in order to settle his tax liability as envisaged in clause 25;

24.1.6 the fact that the Participant shall be entitled to elect to receive all the Entitlement Shares (subject to a sale as envisaged in clause 24.1.5) or to have the Trustees sell all (and not only some) of the Participant’s Entitlement Shares on his behalf by delivering an Election Notice to the Trustees by a specified date, which date shall be a date occurring at least 14 (fourteen) days before the Vesting Date; and

24.1.7 the fact that if the Participant fails to (i) timeously deliver a duly executed Election Notice to the Trustees, that the Participant will be deemed to have elected to have the Trustees sell all of the Participant’s Entitlement Shares on his behalf in accordance with clause 24.3.2 or (ii) make an election regarding the settlement of his tax liability as envisaged in clause 24.1.5, that the Participant will be deemed to have elected to have the Trustees sell a sufficient number of his Entitlement Scheme Shares on his behalf in order to settle his tax liability.

Sale and delivery of Entitlement Shares

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24.2 Following the Vesting of a SAR, the Participant shall be entitled to such number of Ordinary Shares (and no cash settlement) as may be determined in accordance with the following formula (“Entitlement Shares”) –

Where:
n=	number of Ordinary Shares that will be delivered to a Participant, subject to the terms and conditions of this Deed and the Rules, rounded up to the nearest integer, provided that if n is less than or equal to zero then no Ordinary Shares will be delivered to the Participant;
SPA=	Vesting Price less the Offer Price, provided that if SPA is more than 32, then SPA shall be equal to 32;
VP=	Vesting Price; and
S=	the number of Vested SARs.

24.3 On the Settlement Date, the Trustees shall procure that the Company issues the Entitlement Shares to the Participant and shall either –

24.3.1 if a Participant timeously delivered a duly executed Election Notice and elected to receive all the Entitlement Shares, subject to clause 25, deliver the relevant number of Entitlement Shares to the Participant by crediting the Participant’s CSDP account on the Settlement Date; or

24.3.2 if a Participant (i) timeously delivered a duly executed Election Notice and elected to have the Trustees sell all of his Entitlement Shares or (ii) failed to timeously deliver a duly executed Election Notice, sell the Entitlement Shares on behalf of the Participant.

24.4 As soon as practicably possible after the Shares are sold on behalf of all the Participants envisaged in clause 24.3.2, the Trustees shall remit the average realisation price obtained per Share to each Participant in respect of each Shares sold on their behalf, net of any transactional costs and taxes as envisaged in clause 25.

Payment of Cash Bonus

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24.5 If following the Vesting of a SAR, the Share Price Appreciation is less than R18 but more than zero, then, subject to the condition that the Participant is employed with the Company on the Vesting Date, in addition to receiving the Entitlement Shares, the Participant shall be entitled to a Cash Bonus in respect of the services rendered as may be determined in accordance with the following formula –

CB = (18 – (VP – OP)) x S
Where:
CB=	cash amount to be paid to a Participant, subject to the terms and conditions of this Deed and the Rules;
VP=	Vesting Price;
OP=	Offer Price;
S=	the number of Vested SARs.

24.6 The Trustees shall procure that the Company pays the amount of the Cash Bonus to the Participant on the Settlement Date, subject to the provisions of clause 25.

Payment of Additional Cash Bonus

24.7 If, following the Vesting of a SAR, the Share Price Appreciation is equal to zero or less than zero, then, subject to the condition that the Participant is employed with the Company on the Vesting Date, the Participant shall be entitled to receive, separate from the right to receive Entitlement Shares (if any) in respect of his Vested SARs, an Additional Cash Bonus in the amount of R18 per Vested SAR in respect of services rendered.

24.8 Subject to clause 25, the Trustees shall procure that the Company pays the amount of the Additional Cash Bonus to the Participant on the Settlement Date.

25 TAX LIABILITY

25.1 Each Participant shall be liable for any employees’ tax, securities transfer tax, capital gain tax and any other taxes arising pursuant to the –

25.1.1 delivery of the Scheme Shares on the Delivery Date;

25.1.2 delivery of the Entitlement Shares, in respect of Vested SARs, on the

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Settlement Date;

25.1.3 accrual of any Cash Bonus or Additional Cash Bonus;

25.1.4 sale of all of the Scheme Shares beneficially owned by the Participant and/or the Participant’s Entitlement Shares, and

25.1.5 the payment of any amount in terms of this Trust Deed or otherwise arising from his participation in the Scheme,

regardless of whether the relevant tax liability is legally imposed on the Company, the Trust, the Trustees or the relevant Participant.

25.2 Accordingly, notwithstanding anything to the contrary herein contained –

25.2.1 the Trustees shall deduct such amount from the Cash Bonus or the Additional Cash Bonus, as the case may be, payable to the Participant as set out in clauses 24.5 and 24.7 respectively; and/or

25.2.2 the Trustees sell such number of a Participant’s Vested Scheme Shares and/or Entitlement Shares,

as may be required in order to settle the Participant’s tax liability, provided that if a Participant timeously delivered a duly executed Election Notice and elected to make payment of such amount to the Trustees in cash (as envisaged in clause 23.1.4 or clause 24.1.5), the Trustees shall not make a deduction or sell any Shares as envisaged in clauses 25.2.1 and/or 25.2.2.

25.3 Each Participant hereby irrevocably appoints the Trustees as his agents to give effect to the sale of his Vested Scheme Shares and/or Entitlement Shares as envisaged in this clause 25.

26 VOTING RIGHTS

Although the Participants shall be the beneficial owners of the Scheme Shares, the Participants shall, by accepting the Offer, cede all of their voting rights in respect of the Scheme Shares held by them to the Trustees until such time as the Scheme Shares are delivered to the Participants on the Delivery Date in accordance with clause 23. 14.1(e)

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27 DISTRIBUTIONS

27.1 Participants shall be entitled to receive all distributions made by the Company in respect of the Scheme Shares, including the dividends declared and paid in respect of the Scheme Shares Allocated to them from time to time. 14.1(e)

27.2 For the avoidance of doubt, it is recorded that the Participants shall not be entitled to receive the distributions made in respect of the Ordinary Shares constituting the reference asset of the SARs.

27.3 For purposes of determining a Participants liability for the dividend withholding tax imposed in section 64E of the Income Tax Act No. 58 of 1962, the Trustees shall notify the relevant CSDP that –

27.3.1 the Participants are the beneficial owners of the distributions made in respect of the Scheme Shares, provided that in the case of forfeited Scheme Shares, as envisaged in clause 28.2.1, the Trustees will hold such Scheme Shares as beneficial owners of such Scheme Shares and shall notify the relevant CSDP accordingly;

27.3.2 it must withhold dividends tax from the payment of any distributions made in respect of the Scheme Shares; and

27.3.3 the Trustees will accept, in their capacity as nominees of the Participants, any certificates or supporting documentation evidencing the dividends tax withheld by the CSDP and paid to the South African Revenue Service, which information the Trustees shall communicate to the Participants.

27.4 As soon as practicably possible after the Trustees receive the distribution from the Company, in their capacity as nominees of the Participants, they will pay to each Participant the distribution received in respect of the Scheme Shares beneficially owned by that Participant, provided that if the distribution is a distribution in specie, the Trustees shall either deliver the distribution to the Participant, or if in their Discretion it is impractical to do so, realise the distribution in specie and thereafter distribute the proceeds to the Participant.

28 TERMINATION OF EMPLOYMENT

28.1 For the purposes of this Trust Deed, the date of a Participant’s termination of employment will be deemed to be effective from – . 14.1(h)

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28.1.1 in the case of a Bad Leaver, the date on which the grounds for regarding the Participant as a Bad Leaver first occurred;

28.1.2 in the case of a Good Leaver, the date on which termination of employment is effective;

28.1.3 in the case of Superannuation, the date on which the Participant dies, is declared seriously disabled or seriously incapacitated by a medical professional; and

28.1.4 in all other instances, such date as determined by the Trustees,

herein after referred to as the “Employment Termination Date”.

28.2 Should a Participant’s Employment Termination Date occur at any time after the Allocation Date then the following terms and conditions will apply to any Allocation made to the Participant –

28.2.1 in the event of a Bad Leaver –

28.2.1.1 all SARs which have not Vested as at the Employment Termination Date will immediately lapse; and

28.2.1.2 all Scheme Shares Allocated to him and which have not Vested as at the Employment Termination Date will be immediately forfeited and transferred to the Trustees (and the relevant Bad Leaver shall be obliged to transfer to the Trustees) at the Subscription Price and shall be used by the Trustees for purposes of making future Offers to New Qualifying Employees as envisaged in clause 19.4;

28.2.1.3 the Participant shall forthwith cease to be a Participant in the Scheme;

28.2.2 in the event of a Good Leaver –

28.2.2.1 all Scheme Shares and SARs which have not Vested as at the Employment Termination Date will not be forfeited or lapse and will (together with the conditional right to receive the Cash Bonus and the Additional Cash Bonus) continue to be subject to the terms and conditions of this Trust Deed;

28.2.2.2 the relationship between the Good Leaver and the Trust shall continue to be governed by this Trust Deed as if he were still employed with the Company;

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28.2.3 in the event of Superannuation –

28.2.3.1 Scheme Shares and SARs which have not yet Vested in the Participant on the Employment Termination Date shall be deemed to have Vested in the Participant on that date and the Participant will be entitled to –

28.2.3.1.1 delivery of the Vested Scheme Shares, mutatis mutandis subject to the provisions of clause 23, within 30 (thirty) days of the Employment Termination Date; and

28.2.3.1.2 delivery of the Entitlement Shares and, if applicable, the Cash Bonus and the Additional Cash Bonus mutatis mutandis in accordance with clause 24, within 30 (thirty) days of the Employment Termination Date; and

28.2.3.2 the relationship between him and the Trust shall continue to be governed by this Trust Deed;

28.2.4 in the event that the Company and a Participant negotiate an agreement relating to the termination of a Participant’s employment, in a manner that does not constitute the Participant being regarded as a Bad Leaver, such settlement will be negotiated by parties appointed by the Board and the Participant and the outcome of such negotiation confirmed by the Trustees. Upon the Trustees confirming such agreement, the Trust shall be bound by the terms of such negotiated agreement.

29 PAYMENTS OF AMOUNTS TO DEPENDANTS OF PARTICIPANTS

If the estate of any Participant is sequestrated and any amount becomes payable or Ordinary Shares become deliverable at any time thereafter by the Trust to such Participant, the Trustees may pay such amount or deliver such Ordinary Shares to any dependant (as determined by the Trustees in their Discretion) of such Participant, and such payment or delivery shall constitute a complete discharge of obligation of the Trust to such Participant.

30 MEETINGS OF THE PARTICIPANTS

Annual general meeting

30.1 The annual general meeting of the Participants shall be held not later than 4 (four) months after the Trust’s financial year end each year.

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30.2 The notice convening the annual general meeting, containing the agenda and the annual report, must be furnished to the Participants at least 21 (twenty one) days before the date of the meeting. The non-receipt of such notice does not invalidate the proceedings at such meeting.

30.3 At least 5% (five percent) of the total number of Participants constitute a quorum at the annual general meeting. Only Participants present in person or via a video conference call facility, shall be counted towards a quorum. If a quorum is not present after the lapse of 30 (thirty) minutes from the time fixed for the commencement of the meeting, the meeting must be postponed to a date determined by the Trustees, and Participants then present shall constitute a quorum.

30.4 The financial statements and reports of the Trust must be laid before the meeting.

30.5 Notices of motions to be placed before the annual general meeting must reach the chairperson of the board of Trustees not later than 7 (seven) days prior to the date of the meeting.

Special general meeting

30.6 The Trustees may call a special general meeting of the Participants if it is deemed necessary.

30.7 On the written requisition of at least 500 (five hundred) Participants, the Trustees must cause a special general meeting to be called within 30 (thirty) days of the delivery of the written requisition. The requisition must state the object of the meeting and must be signed by all the requisitionists and delivered to the chairperson of the board of Trustees. Only those matters forming part of the objects of the meeting may be discussed.

30.8 The notice convening a special general meeting, containing the agenda, must be furnished to the Participants at least 14 (fourteen) days before the date of the meeting. The non-receipt of such notice by a Participant will not invalidate the proceedings at such meeting.

30.9 At least 5% (five percent) of the total number of Participants constitute a quorum. Only Participants present in person or via video conference call facility, shall be counted towards quorum. If a quorum is not present after the lapse of 30 (thirty) minutes from the time fixed for the commencement of the meeting, the meeting shall be regarded as cancelled.

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Voting at meetings of Participants

30.10 Every Participant who is present at a meeting of the Participants (whether in person or by proxy) shall be entitled to a vote including those present via video conference call facility. Unless otherwise provided in this Trust Deed, all resolutions shall be passed by a majority vote of the Participants.

30.11 The chairperson of the board of Trustees must determine whether the voting must be by ballot or by a show of hands. In the event of the votes being equal, the chairperson shall have a casting vote.

PART III: REGULATORY MATTERS

31 SCHEME LIMITS

31.1 General Limit 14.1(b)

Notwithstanding anything to the contrary herein contained, the Trustees shall not make an Offer if at the time of or as a result of the making of such Offer the aggregate number of Scheme Shares which have been Allocated to Participants in terms of the Scheme after deducting any Allocations which have been forfeited, together with the aggregate number of Ordinary Shares in respect of SARs which may Vest, will exceed 12,864,000 (twelve million eight hundred and sixty four thousand) (“the Maximum Threshold”), subject to the provisions of clause 33.1.

31.2 Individual limits 14.1(c)

Notwithstanding anything to the contrary herein contained, the Trustees shall not make any Offer to a single Qualifying Employee if at the time of or as a result of the making of Offer, the aggregate number of Scheme Shares which have been allocated to that Qualifying Employee in terms of the Scheme, together with the aggregate number of Ordinary Shares in respect of which any SARs Allocated to that Participant may Vest, shall exceed 600 (six hundred) (“the Individual Threshold”), subject to the provisions of clause 33.2.

32 RECONSTRUCTION OR TAKEOVER 14.1(g)

32.1 All Scheme Shares and SARs that have not Vested will become immediately Vested in the event of a Reconstruction or Takeover of the Company.

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32.2 If there is an internal reconstruction or other event which does not involve any change in the ultimate Control of the Company, and therefore is not a Reconstruction or Takeover, or if any other event happens which may affect Offers and/or Allocations, the Board may, in its Discretion, take such action (if any) as it may consider appropriate to protect the interests of Participants including converting Allocations into allocations of a substantially similar value, as determined by an Expert, in respect of shares in one or more other companies, provided that the Participant is placed in a substantially similar position following the implementation of such action.

33 VARIATION IN SHARE CAPITAL 14.3

33.1 Adjustment to the Maximum Threshold

In the event of a sub-division or consolidation of the Ordinary Shares, the Board shall make such adjustment to the Maximum Threshold referred to in clause 31.1, as to ensure that the Maximum Threshold after such sub-division or consolidation represents the same percentage of the Ordinary Shares in the Company as it represented before such sub-division or consolidation.

33.2 Adjustment to the Individual Threshold

In the event of a capitalisation issue, special dividend, rights issue, reduction of the Company’s capital or similar event, the Board shall make such adjustment to the Individual Threshold referred to in clause 31.2, as to ensure that the Individual Threshold after such capitalisation issue, special dividend, rights issue, reduction of capital or similar event represents the same percentage of the Ordinary Shares in the Company as it represented before such capitalisation issue, special dividend, rights issue, reduction of capital or similar event.

33.3 Adjustments to number of SARs

33.3.1 In the event of a subdivision or consolidation of Ordinary Shares, capitalisation issue, special dividend, rights issue, reduction of the Company’s capital or similar event, the Board shall make such adjustment to the number of Scheme Shares and SARs comprised in the relevant Allocation so as to ensure that the Participants are placed in a substantially similar position to the position they were in prior to the occurrence of any of the aforesaid events.

33.3.2 The Trustees will notify the Participants in writing of any adjustments that

36

are made under this 33.3. Where necessary, in respect of any such adjustments, the Trustees may, on instructions by the Board, appoint an Expert to determine the adjustments.

33.3.3 The Auditors or an Expert which is acceptable to the JSE shall confirm to the JSE in writing that any adjustments made in terms of this clause 33.3 are in accordance with the provisions of the Scheme. This confirmation shall be provided to the JSE at the time that such adjustments are finalised.

33.3.4 The issue of Ordinary Shares as consideration for an acquisition, the issue of Ordinary Shares for cash and the issue of Ordinary Shares or a vendor consideration placing will not be regarded as a circumstance requiring adjustment in terms of the provisions of this clause 33.3.

34 DISCLOSURE IN ANNUAL FINANCIAL STATEMENTS

The Company shall disclose in its annual financial statements the number of Ordinary Shares that it may have utilised for purposes of the Scheme at the beginning of the Financial Year, and changes in such number during the Financial Year and the balance of Ordinary Shares available for utilisation for purposes of the Scheme at the end of the Financial Year. 14.3.(e) 14.8

35 AMENDMENTS TO THIS TRUST DEED

35.1 This Trust Deed may be amended from time to time by the Trustees in writing, but –

35.1.1 no amendment shall be made to the Deed, without the prior approval of the JSE, if so required in terms of the Listings Requirements;

35.1.2 no amendment in respect of the matters referred to in clause 14.1 of Schedule 14 of the Listings Requirements shall be effected unless such amendment has been approved by the Board and by the shareholders of the Company in general meeting in the manner provided for in the Listings Requirements. 14.2

35.2 Notwithstanding the provisions of clause 35.1, if it should become necessary or desirable by reason of the enactment of any new law or regulation at any time after the signing of this trust Deed, to amend the provisions of this Trust Deed so as to preserve the substance of the provisions contained in this Trust Deed but to amend the form so as to achieve the objectives embodied in this Trust Deed in

37

the best manner having regard to such new law or regulation and without prejudice to the Participants concerned, then the Board and Trustees may amend this Trust Deed accordingly by agreement in writing.

35.3 The Trustees shall lodge all amendments of or supplements to the Trust Deed with the Master.

PART IV: GENERAL

36 DISPUTE RESOLUTION AND DEADLOCKS

Any dispute arising under or in respect of the Scheme and any deadlock arising between the Trustees shall be referred to the decision of the Auditors, acting as experts and not as arbitrators.

37 DOMICILIUM CITANDI ET EXECUTANDI

37.1 The Parties and the Participants choose as their domicilia citandi et executandi for all purposes under this Trust Deed, whether in respect of court process, notices or other documents or communications of whatsoever nature, the following addresses and fax numbers and email addresses –

37.1.1 The Company and the Trustees: Harmony Office Park, cnr Main Reef Road and Ward Avenue, Randfontein, 1759; Telefax: +27 (0)11 696-9734; email: riana.bisschoff@harmony.co.za;

37.1.2 Each Participant: the address, telefax number and email address (if any) notified by the Participant to the Company or the Trustees in writing from time to time.

37.2 Any notice or communication required or permitted to be given in terms of this Trust Deed shall be valid and effective only if in writing and, unless otherwise provided by the Trustees, it shall be competent to give notice by telefax and e-mail.

37.3 Any of the parties may by notice to the other parties change the physical address chosen as its domicilium citandi et executandi vis-à-vis that party to another physical address in South Africa or its telefax number, provided that the change shall become effective vis-à-vis that addressee on the fourth business day from the deemed receipt of the notice by the addressee.

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37.4 Any notice to a party –

37.4.1 sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at its domicilium citandi et executandi shall be deemed to have been received on the 10^th (tenth) business day after posting (unless the contrary is proved);

37.4.2 delivered by hand to a responsible person during ordinary business hours at its domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or

37.4.3 sent by telefax or email to its chosen telefax number or email address referred to in clause 37.1.1, shall be deemed to have been received on the date of dispatch (unless the contrary is proved).

37.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi.

38 COSTS

The costs of the preparation of this Trust Deed and all matters incidental thereto will be paid by the Company.

39 GENERAL

39.1 Each and every provision of this Trust Deed (excluding only those provisions which are essential at law for a valid and binding trust deed to be constituted) shall be deemed to be separate and severable from the remaining provisions of this Trust Deed. If any of the provisions of this Trust Deed (excluding only those provisions which are essential at law for a valid and binding agreement to be constituted) is found by any court of competent jurisdiction to be invalid and/or unenforceable then, despite such invalidity and/or unenforceability, the remaining provisions of this Trust Deed shall be and remain of full force and effect.

39

39.2 The expiration, cancellation or other termination of this Trust Deed shall not affect those provisions of this Trust Deed which expressly provide that they will operate after such expiration, cancellation or other termination or which of necessity must continue to endure after such expiration, cancellation or other termination, despite that the relevant clause may not expressly provide for such continuation.

39.3 This Trust Deed constitutes the whole agreement between the parties as to the subject matter hereof and no agreements, representations or warranties between the parties regarding the subject matter hereof other than those set out herein are binding on the parties.

39.4 Subject to clause 35, no addition to or variation, or novation of this Trust Deed and no waiver of any right arising from this Trust Deed or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the Parties or their duly authorised representatives.

39.5 No latitude, extension of time or other indulgence which may be given or allowed by any party to the other parties in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any party arising from this Trust Deed, and no single or partial exercise of any right by any party under this Trust Deed, shall in any circumstances be construed to be an implied consent or election by such party or operate as a waiver or a novation of or otherwise affect any of the party’s rights in terms of or arising from this Trust Deed or estop or preclude any such party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof.

40 SIGNATURE

Signed on behalf of the relevant Parties, each signatory hereto warranting that he/she has due authority to do so.

Amended Trust Deed approved by the Trustee on 7 August 2012.

RIANA BISSCHOFF

/s/

Signature

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EX-8.1

Exhibit 8.1

SIGNIFICANT SUBSIDIARIES OF HARMONY GOLD MINING COMPANY LIMITED

NAME OF SUBSIDIARY	PERCENTAGE HELD			COUNTRY OF INCORPORATION
ARMGold/Harmony Freegold Joint Venture Company (Proprietary) Limited		100	%	South Africa
Avgold Limited		100	%	South Africa
Evander Gold Mines Limited (1)		100	%	South Africa
Harmony Gold Australia (Proprietary) Limited		100	%	Australia
Kalahari Goldridge Mining Company Limited		100	%	South Africa
Randfontein Estates Limited		100	%	South Africa

⁽¹⁾  An agreement in principle to sell Evander Gold Mines Limited was signed on May 30, 2012.

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Graham Briggs, certify that:

1. I have reviewed this annual report on Form 20-F of Harmony Gold Mining Company Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: October 29, 2012

By:	/s/ Graham Briggs
Graham Briggs
Chief Executive Officer

EX-12.2

Exhibit 12.2

CERTIFICATION

I, Frank Abbott, certify that:

1. I have reviewed this annual report on Form 20-F of Harmony Gold Mining Company Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and

d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonable likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: October 29, 2012

By:	/s/ Frank Abbott
Frank Abbott
Chief Financial Officer
Financial Director

EX-13.1

Exhibit 13.1

CERTIFICATION

(pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report on Form 20-F for the fiscal year ended June 30, 2012 of Harmony Gold Mining Company Limited (the “Company”) as filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Graham Briggs, Chief Executive Officer of the Company, certify, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 29, 2012
By:	/s/ Graham Briggs
Graham Briggs
Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided and will be retained by the Company and furnished to the Commission or its staff upon request.

EX-13.2

Exhibit 13.2

CERTIFICATION

(pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report on Form 20-F for the fiscal year ended June 30, 2012 of Harmony Gold Mining Company Limited (the “Company”) as filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Frank Abbott, Financial Director of the Company, certify, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 29, 2012
By:	/s/ Frank Abbott
Frank Abbott
Chief Financial Officer
Financial Director

A signed original of this written statement required by Section 906 has been provided and will be retained by the Company and furnished to the Commission or its staff upon request.

EX-15.1

Exhibit 15.1

Board of directors

Harmony integrated annual report 2012

Non-executive chairman Patrice Motsepe (49)

Non-executive chairman

BA (Legal), LLB

Appointed to the board in 2003, Patrice became non-executive chairman during 2004. He was a partner in one of the largest law firms in South Africa, Bowman Gilfillan Inc. He was a visiting attorney in the USA with the law firm, McGuire Woods Battle and Boothe. In 1994 he founded Future Mining, which grew rapidly to become a successful contract mining company. He then formed ARMgold in 1997, which listed on the JSE in 2002. ARMgold merged with Harmony in 2003 and this ultimately led to the takeover of Anglovaal Mining (Avmin). In 2002 he was voted South Africa’s Business Leader of the Year by the CEOs of the top 100 companies in South Africa. In the same year, he was the winner of the Ernst & Young Best Entrepreneur of the Year award. He is a recipient of numerous business and leadership awards. He is also the executive chairman of ARM Limited and the deputy chairman of Sanlam. Patrice serves on the International Business Council of the World Economic Forum. His various business responsibilities included being president of Business Unity South Africa (BUSA) from January 2004 to May 2008 – BUSA is the representative voice of organised business in South Africa. He is also president of Mamelodi Sundowns Football Club.

Deputy chairman Modise Motloba (46)

Independent non-executive director

BSc, Diploma in Strategic Management

Modise joined the board in 2004. Currently chief executive officer of Quartile Capital (Proprietary) Limited, Modise is also a director of the Land Bank and Land Bank Insurance (chairman). His 19 years’ experience in investment banking, treasury and fund management includes appointments at Rand Merchant Bank, African Merchant Bank, African Harvest Fund Managers and Goldman Sachs. Modise is a former president of the Association of Black Securities and Investment Professionals (ABSIP) where he was instrumental in formulating and negotiating the historic financial services charter in 2003.

Lead independent non-executive director Fikile De Buck (51)

Lead independent non-executive director

BA (Economics), FCCA (UK)

Fikile joined the board in March 2006. A chartered certified accountant, she is a fellow of the Association of Chartered Certified Accountants (ACCA) (UK) and a member. From 2000 to 2008, Fikile worked in various capacities at the Council for Medical Schemes in South Africa, including as chief financial officer and chief operations officer. Prior to that, she was treasurer at the Botswana Development Corporation. Fikile is a non-executive director and chairman of the audit committee of Anooraq Resources Corporation. In August 2010, Fikile was appointed lead independent non-executive director and chairman of the nomination committee.

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Harmony integrated annual report 2012

Independent non-executive directors

Joaquim Chissano (72)

Independent non-executive director

PhD

Joaquim was appointed to the board in April 2005. Former president of Mozambique (1986 to 2004), Joaquim also served as chairman of the African Union for 2003/2004. On leaving the presidency, he established the Joaquim Chissano Foundation for Peace Development and Culture, and has led various international peace initiatives on behalf of the United Nations, African Union and Southern African Development Community to Guinea-Bissau, Democratic Republic of the Congo, Uganda and Madagascar. In 2006 he was awarded the annual Chatham House prize for significant contributions to improving international relations and received the inaugural Mo Ibrahim prize for Achievement in African Leadership in 2007. He is a non-executive director of ARM Limited and TEAL. Joaquim was appointed to the Global Development Programme Advisory Panel of the Bill and Melinda Gates Foundation in December 2009.

Ken Dicks (73)

Independent non-executive director

Mine Manager’s Certificates

(Metalliferous and Fiery Coal Mines), Management Development Diploma and Management Diploma

Ken joined the Harmony board in 2008. He is a mining engineer with 39 years’ experience in the South African mining industry. He spent 37 years working in the Anglo American Corporation’s gold and uranium division where he held several senior positions. He presently serves as an independent non-executive director on the boards of Bauba Platinum and Witwatersrand Consolidated Gold Resources Limited.

Dr Simo Lushaba

(46)

Independent non-executive director

BSc (Hons), MBA and DBA

Simo joined the Harmony board in October 2002. An entrepreneur and executive business coach, he previously held senior management positions at Spoornet and Lonmin plc and was chief executive of Rand Water. Simo is a member of the boards of Cashbuild Limited, Talent Africa, GVSC and the Nepad Business Foundation (SA).

Cathie Markus (55)

Independent non-executive director

BA, LLB

Cathie joined the board in May 2007. She spent 16 years at Impala Platinum Holdings Limited, initially as legal adviser and from 1998 to 2007, as executive director responsible for legal, investor and community affairs. After graduating from the University of the Witwatersrand, Cathie served articles at Bell Dewar & Hall. On qualifying as an attorney, notary and conveyancer, she joined the legal department of Dorbyl Limited. She is currently a trustee of the Impala Bafokeng Trust and chairs the St Mary’s School Waverley Foundation.

HARMONY IN BRIEF

ANNUAL REVIEWS

OPERATIONAL REVIEW

GEOLOGY

EXPLORATION

MINERAL RESOURCES AND RESERVES

GOVERNANCE

FINANCIALS AND ADMINISTRATION

27

Board of directors continued

Harmony integrated annual report 2012

Independent non-executive directors continued

Mavuso Msimang (70)

Independent non-executive director

MBA (Project Management) United States International University, San Diego California BSc, University of Zambia

Mavuso joined the board in March 2011. He has 27 years’ experience in management at executive level. He was involved in the successful transformation and restructuring of various state-owned entities over a period of 16 years until 2010. Mavuso was director-general of the South African Department of Home Affairs and previously served successively as CEO of the State Information Technology Agency, South African National Parks and SA Tourism. He was country representative of international development organisations World University Service/ Canada and CARE-International in Ethiopia and Kenya, respectively. He also held senior management positions with UNICEF and the World Food Programme. He currently consults in the conservation and tourism sectors.

John Wetton (63)

Independent non-executive director

CA(SA), FCA (England & Wales)

John joined the Harmony board in July 2011. He was with Ernst & Young from 1967 to June 2010. Corporate audit was his main focus, but for the last 11 years he played a business development role across Africa. John led Ernst

& Young’s mining group for a number of years and continued to act as senior partner for some of the firm’s major mining and construction clients. John was a member of Ernst & Young’s executive management committee and was, until retirement, a member of the Ernst & Young Africa governance board.

Non-executive director

André Wilkens (64)

Non-executive non-independent director

Mine Manager’s Certificate of Competency, MDPA, RMIIA

André joined the Harmony board in August 2007. He was appointed to the board of ARM in 2004 and was chief executive officer of ARM until March 2012. He is currently executive director growth and strategic development (based in the office of the ARM executive chairman). He headed ARMgold for five years and ARM Platinum for a year before being appointed chief operating officer of Harmony after its merger with ARMgold in 2003. André has over 43 years’ experience in the mining industry, particularly gold, platinum group metals, iron ore, manganese, coal, chrome, nickel and copper.

Executive directors

Graham Briggs (59)

Chief executive officer

BSc (Hons) (Geology)

Graham was appointed chief executive officer in January 2008, after his appointment to the board in 2007. Having joined Harmony as new business manager in 1995, Graham’s previous positions include that of chief executive of Harmony Australia. A geologist by training, Graham has more than 37 years’ experience in the field and in an operational capacity at a number of South African gold mines. Graham serves as a director on Harmony’s subsidiary companies.

Frank Abbott (57)

Financial director

BCom, CA(SA), MBL

Frank joined the Harmony board as non-executive director in 1994, and was appointed financial director in 1997. In 2004 Frank was appointed financial director of ARM, while remaining on the Harmony board as non-executive director. In August 2007, Frank was seconded to Harmony as interim financial director, a position he held until handing over to Hannes Meyer in 2009.

He was appointed executive director of Harmony in November 2011 and has been serving as financial director on the board of Harmony since February 2012.

28

Executive management

Harmony integrated annual report 2012

Executive directors continued

Harry Ephraim “Mashego” Mashego (48)

Executive director

BA Ed, BA (Hons), GEDP, JMDP

Mashego joined Harmony in July 2005 as group human resources development manager. Mashego, who has more than 21 years’ experience in human resources, began his career as human resources manager at Eskom. He progressed in the field at JCI, Atlantis Diesel Engines and Foskor Limited. He was promoted to general manager at Harmony’s Evander operations in 2005 and appointed executive: human resources in 2007. Mashego was appointed executive director: organisational development and transformation in 2010. He accepted his new role as executive director: government relations in August 2011.

Executive management

Jaco Boshoff (43)

Executive: mineral resources development and growth

BSc (Hons), MSc (Geology), MBA, PrSciNat, MSAIMM

Jaco joined Harmony in April 1996. He has served as the executive: reserves and resources and competent person since 2004. In 2010, projects and new business were added to his portfolio and he was the acting chief operating officer for Harmony’s North region during FY12. From 1998 to 2004 he was an ore reserve manager at various Harmony operations and before that a geologist at Harmony and Gengold mines. Jaco is registered as a professional geological scientist with the South African Council for Natural Scientific Professions and is a member of the South African Institute of Mining and Metallurgy.

Anton Buthelezi (48)

Executive: human resources

National diploma (Human Resources Management), BTech (Labour Relations Management), Advanced Diploma in Labour Law

Anton rejoined Harmony in 2005 as human resources manager at Evander. He has over 23 years’ experience in human resources management in the mining industry. Previous positions include senior HR officer at Anglogold Ashanti, and mid and senior managerial positions in the same field at ARMgold, Samancor Chrome and Harmony. He has a proven track record in the full spectrum of HR functions as a generalist. Anton joined the executive committee in October 2011.

Matthews Pheello Dikane (46)

Executive: legal, governance and ethics

LLB, LLM (Labour Law), Postgraduate Diploma in Management Practice, Postgraduate Diploma in Corporate Law

Pheello joined Harmony in 2009. He has 21 years’ experience in the mining industry, working his way up from learner official to production mine overseer at AngloGold Ashanti Limited. During this time, he studied for his law degree and served his articles at Perrott Van Niekerk Woodhouse Incorporated. He returned to AngloGold Ashanti’s corporate office as a legal counsel, later joining Brink Cohen Le Roux as a senior associate where he became a director.

Melanie Naidoo-Vermaak (37)

Executive: environment

BSc, BSc (Hons), MSc and MBA

Melanie joined Harmony in 2009. She is an experienced sustainable development specialist who has worked for both the private sector in the mining industry, and the public sector in the Departments of Water Affairs and Forestry and Minerals and Energy. She has spent more than 13 years in this discipline and has international environmental management exposure gained in the UK, Australia, Papua New Guinea, Fiji and Africa. She has held various positions at some of the world’s leading mining companies, including BHP

Billiton, Anglo American plc and De Beers Consolidated Mines Limited.

HARMONY IN BRIEF

ANNUAL REVIEWS

OPERATIONAL REVIEW

GEOLOGY

EXPLORATION

MINERAL RESOURCES AND RESERVES

GOVERNANCE

FINANCIALS AND ADMINISTRATION

29

Executive management continued

Harmony integrated annual report 2012

Executive management continued

Alwyn Pretorius (41)

Executive: health and safety

BSc (Mining Engineering), BSc (Industrial Engineering)

Alwyn joined Harmony on its merger with ARMgold in 2003. He began his career at Vaal Reefs as a mining graduate in training in 1993 and was appointed shift boss in 1995, gaining experience in remnant mining. Alwyn obtained his BSc in industrial engineering in 1998 and joined ARMgold in 1999 at its Orkney operations, becoming mine manager in 2003. Alwyn was appointed executive, South African operations at Harmony in March 2007, and then as chief operating officer: North region. He was appointed to his current position in August 2011.

Tom Smith (55)

Chief operating officer: South Africa

NHD (Mine Surveying and Metalliferous Mining)

Tom joined Harmony in 2002. He began his career in the industry in 1975 as a sampler at Vaal Reefs mine, becoming chief surveyor in 1988. He changed his career to mining in 1991, working as a section manager on the Great Noligwa, Elandsrand and Mponeng mines. He was also involved in projects at Tau Lekoa and Moab Khotsong, acquiring experience in conventional, trackless, pillar and deep-level mining. He was promoted to production manager at AngloGold’s Mponeng in 1998. Tom was appointed general manager of Tshepong in 2000. Following the merger with ARMgold, he was involved in restructuring the Free State operations. He joined the executive team in September 2007.

Marian van der Walt (39)

Executive: corporate and investor relations

BCom (Law), LLB, Higher Diploma in Tax, Diploma in Corporate Governance, Diploma in Insolvency Law, Certificates in Business Leadership

Marian was appointed company secretary in 2003 and joined Harmony’s executive committee in 2005 as executive: legal and compliance. This included taking responsibility for company secretarial, risk management, internal audit and Sarbanes-Oxley compliance. In 2008, she resigned as company secretary, enabling her to accept her current position as executive: corporate and investor relations. Staff engagement was added to her portfolio in February 2012. Marian began her career as attorney and conveyancer in 1998 and held positions at Routledge Modise Attorneys, Deloitte and Touche and the Standard Bank of South Africa Limited prior to joining Harmony.

Johannes van Heerden (40)

Chief executive officer: South-east Asia

BCompt (Hons), CA(SA)

Johannes was appointed chief executive officer of south-east Asia in January 2008. He is responsible for Harmony’s Papua New Guinea assets which comprise an extensive exploration portfolio in addition to the Morobe Mining Joint Ventures’ assets. In this role he serves as rotating chairman on the Morobe Mining Joint Ventures (MMJV) committee which provides oversight and direction to the MMJV assets consisting of the Hidden Valley mine, Wafi-Golpu project and Morobe exploration, held in 50/50 partnership with Newcrest Mining Limited. He joined Harmony in July 1998 as financial manager of the Free State operations with operational and group reporting responsibility for the region. He was appointed group financial manager in 2001, before being relocated to Harmony South-east Asia as chief financial officer in 2003, responsible for Harmony’s Australian and Papua New Guinean portfolio. In this capacity, he served as non-executive director of Abelle Limited, the ASX-listed Australian company that held the PNG assets before Harmony’s takeover. He was appointed to the Harmony executive committee in 2005.

Abré van Vuuren (52)

Executive: risk management and services improvement

BCom, MDP, DPLR

Abré was appointed human resources manager at Grootvlei Gold Mining Company when Harmony acquired the operation in 1997. He joined Harmony’s executive committee in 2000, responsible for industrial relations. Since then he has held various positions in services and human resources until accepting his current position as executive: risk management and services improvement. Abré started his career in the mining industry in 1982, holding positions in finance and mainly human resources, on various gold mines and collieries in the Rand Mines Group.

30

EX-15.2

Exhibit 15.2

Exhibit 15.2

Corporate governance

Harmony integrated annual report 2012

The board of directors is responsible for establishing management structures and processes based on good corporate governance principles and ethical values, ensuring the company’s business is sustainable in terms of our economic, financial, environmental and social performance.

Harmony is committed to achieving high standards of business integrity and endorses the ethical values of responsibility, accountability, fairness and transparency across all its activities. The board advocates effective, responsible leadership and aims to lead by example. Governance structures and processes are regularly reviewed and adapted to accommodate internal developments and reflect national and international best practice to the extent considered in the best interests of the company. During FY12, we completed a comprehensive review of our compliance with the King Report on Governance for South Africa 2009 and the King Code of Governance Principles 2009 (collectively King III), as amended. Aspects of King III requiring enhanced application are dealt with in the audit and risk committee report on pages 190 to 192.

Harmony is committed to continuous application of the new Companies Act 71 of 2008 (the Act) which came into effect on 1 May 2011 and, as a listed public company with a primary listing on the JSE Limited (JSE), abides by the provisions of the JSE Listings Requirements. Harmony is also listed on the New York Stock Exchange (NYSE) in the form of American Depositary Receipts (ADRs) and as International Depository Receipts on the Berlin and Brussels Exchanges. It is therefore further regulated by the US Securities and Exchange Commission.

Board of directors

In line with the recommendations of King III, Harmony is governed by a unitary board which, at 30 June 2012, comprised 13 members, eight of whom were independent non-executive directors, two non-independent non-executive directors and three executive directors.

Given that Harmony is a South African company, we promote transformation at the highest levels. Two non-executive directors are women, and eight directors are drawn from groups considered to be historically disadvantaged South Africans (HDSAs).

Full details of the board are set out on pages 168 to 171 of the integrated report.

Board purpose and function

The board is guided in its actions by a charter that is reviewed annually. All board and committee charters (setting out the duties and responsibilities of the board, board committees, chairman, chief executive officer and management) are available for information on the company’s website www.harmony.co.za. The board and its committees have adopted work plans to ensure all responsibilities are appropriately addressed throughout the year. The committees’ work plans are annually approved by the board. The committees report to the board quarterly.

Executive directors

Executive directors have standard employment contracts which include a notice period of at least three months. The executive directors have waived their rights to directors’ fees.

Executive directors participate in Harmony’s share schemes and also benefit from pension contributions. Their employment contracts do not make provision for predetermined compensation on termination. The number of share options held by executive directors during the financial year is detailed in the Remuneration Report on pages 182 to 183.

Non-executive directors

No non-executive director has a service contract with Harmony. Non-executive directors are entitled to fees as approved at Harmony’s annual general meeting (AGM) and to reimbursement for out-of-pocket expenses incurred on the company’s behalf. Details of directors’ fees paid in the period under review appear in the Remuneration Report on page 181.

Independent non-executive directors

On recommendation from the nominations committee, the board, at its meeting in May 2012, evaluated and confirmed the classification of non-executive directors as independent in terms of King III.

167

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GOVERNANCE

MINERAL RESOURCES AND RESERVES

EXPLORATION

GEOLOGY

OPERATIONAL REVIEW

ANNUAL REVIEWS

HARMONY IN BRIEF

Corporate governance continued

Harmony integrated annual report 2012

Subsequent to year-end, the board is structured as follows:

Audit and risk committee

John Wetton (Chairman)

Fikile De Buck

Modise Motloba

Simo Lushaba

Investment committee

MAIN BOARD OF DIRECTORS

Simo Lushaba (Chairman)

Chairman

Ken Dicks

Patrice Motsepe

Cathie Markus

Deputy chairman

John Wetton

Modise Motloba

André Wilkens

Lead Independent non-executive director

Nomination committee

Fikile De Buck

Fikile De Buck (Chairman)

Independent non-executive directors

Joaquim Chissano

Joaquim Chissano

Modise Motloba

Ken Dicks

Mavuso Msimang

Simo Lushaba

Patrice Motsepe

Cathie Markus

Remuneration committee

Mavuso Msimang

Cathie Markus (Chairman)

John Wetton

Fikile De Buck

Non-executive director

Simo Lushaba

André Wilkens

John Wetton

Executive directors

André Wilkens

Graham Briggs (CEO)

Social and ethics committee

Frank Abbott (Financial director)

Modise Motloba (Chairman)

Mashego Mashego

Joaquim Chissano

Fikile De Buck

Cathie Markus

Mavuso Msimang

John Wetton

Technical committee

André Wilkens (Chairman)

Ken Dicks

Cathie Markus

Chairman and chief executive officer

The chairman of the board is not considered independent. The board is, however, of the view that the value added by Patrice Motsepe as chairman is significant. Following the board’s annual self-assessment, Patrice Motsepe was re-elected as chairman in August 2012 for a period of one year as recommended by King III. His appointment is based on his ability to add significant value to the board and his outstanding performance against what is expected of his role and function. As part of the succession plan for the position of chairman, Modise Motloba was appointed deputy chairman on 13 August 2012.

Fikile De Buck was reappointed lead independent non-executive director in August 2012, given the fact that the chairman is not independent. This appointment is in line with the requirements of King III to assist the board in managing any actual or perceived conflicts of interest.

The roles of chairman and chief executive officer (CEO) are separate and distinct as required by King III. The board established a delegation of authority framework (reviewed annually). The role, functions and performance criteria of the CEO have recently been reviewed and agreed when Mr Briggs’ employment contract was extended for a further

168

Harmony integrated annual report 2012

four years. The board will evaluate the performance of the CEO in relation to those agreed parameters. The board ensures that a succession plan for the CEO and other members of the executive team is in place. On recommendation from the nomination committee, these plans are reviewed annually.

Board appointments and resignations

In making new appointments to the board, Harmony considers skills, experience, gender and demographic composition and believes it has an acceptable balance of members. The company is satisfied that non-executive and independent directors are of sufficient calibre, experience and number for their views to carry significant weight in the board’s decisions. While the nomination committee makes recommendations on appointments to the board, consideration of these appointments is undertaken by the board as a whole in accordance with its charter.

During FY12:

John Wetton was appointed as director on 1 July 2011

Cedric Savage retired by rotation on 30 November 2011

Frank Abbott was appointed as an executive director with effect from 8 November 2011 and as financial director from

7 February 2012. Hannes Meyer resigned as director on 14 March 2012

David Noko resigned as director on 19 June 2012.

After year-end:

Modise Motloba was appointed deputy chairman on 13 August 2012.

Board induction and training

The board induction programme is managed by the company secretary. On appointment and as part of the company’s board induction programme, new directors are provided with comprehensive company information and governance packs. New directors are invited to meet with management at the company’s head office for a tour of the business and informal introductory meetings with various management teams.

A formal training needs analysis is conducted annually and supplemented with ad hoc training needs identification throughout the year. The company secretary provides board members with regular updates on recent regulatory and industry developments that enable them to stay abreast of such developments. Board members are also invited to attend site visits at our operations and at our social development projects throughout the year.

Access to management and operations, and independent advice

Each director has unrestricted access to the advice and services of senior management. All non-executive directors are able to visit Harmony’s operations at any time and attend management meetings at their discretion. Board members have unrestricted access to company and subsidiary information, records, documents and property. If required by a board member, independent professional advice may be obtained at the company’s expense.

Rotation of directors

In terms of King III, the company’s current memorandum of incorporation and proposed memorandum of incorporation (see the AGM notice), not less than one-third of the non-executive directors of the board must retire from office at the next AGM. The non-executive directors to retire in every year will be those who have been longest in office since their last election. In addition, directors appointed after the previous AGM are also expected to stand down for election by shareholders at the AGM following their respective appointments.

Accordingly, the directors retire by rotation in accordance with the schedule below:

2009	2010	2011	2012
Fikile De Buck	Patrice Motsepe	Mavuso Msimang	Fikile De Buck
Simo Lushaba	Joaquim Chissano	John Wetton	Simo Lushaba
Modise Motloba	Cathie Markus	Graham Briggs	Modise Motloba
	André Wilkens	Frank Abbott	Patrice Motsepe
	Mashego Mashego	Ken Dicks

Short resumés of all directors to retire by rotation and are eligible for re-election at the 2012 AGM appear on pages 26 to 27 of this report.

FINANCIALS AND ADMINISTRATION

GOVERNANCE

MINERAL RESOURCES AND RESERVES

EXPLORATION

GEOLOGY

OPERATIONAL REVIEW

ANNUAL REVIEWS

HARMONY IN BRIEF

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Corporate governance continued

Harmony integrated annual report 2012

Board self-assessment

In terms of its charter, the board is required to conduct an annual self-assessment of the performance of the board as a whole, board committees, individual directors and the chairman. As part of the board’s philosophy of sound governance, the audit firm KPMG was again appointed to assist with the annual board self-assessment. A full report based on the findings of this evaluation was considered by the board. Suggested areas identified that require further improvement are:

Ongoing training

Board reports to include more detail on stakeholder management and human resource intervention

A detailed information pack to be distributed in advance of strategy sessions.

Board committees

To assist the board in discharging its duties, certain responsibilities have been delegated to board committees. At 30 June 2012, these board committees comprised:

Audit and risk committee

Investment committee

Nomination committee

Remuneration committee

Social and ethics committee (this replaced the sustainable development committee in August 2011 to comply with the Act)

Technical committee

During the review period, the majority of members of all board committees were independent non-executive directors. All board committees were chaired by an independent non-executive director, except for the technical committee chaired by André Wilkens (a non-independent non-executive director). The board is confident that André’s leadership as chairman of the technical committee is in the best interest of the company, based on his extensive knowledge of the specific areas of responsibilities of that committee.

The creation of committees does not reduce the board’s overall responsibility and the chairmen of all committees report and make recommendations to the board at each board meeting. Minutes of all committee meetings are included in meeting packs provided to each board member prior to board meetings for information purposes.

Audit and risk committee

In line with the requirements of section 94 of the Act and King III, the board established the audit and risk committee as a statutory committee of the board. In line with King III requirements the audit and risk committee has provided a separate report on page 190.

Investment committee

The primary purpose of the investment committee is to consider projects, acquisitions and disposal of assets in line with the company’s overall strategy. This includes performing other investment-related functions that may be designated by the board from time to time. This committee’s responsibilities include ensuring due diligence procedures are followed when acquiring or disposing of assets.

At 30 June 2012, the members of this committee were:

Simo Lushaba (chairman) – member since 26 January 2004 and appointed chairman on 5 August 2005

Ken Dicks – member since 13 February 2008

André Wilkens – member since 7 August 2007

Cathie Markus – member since 29 October 2007

John Wetton – member since 12 August 2011

Nomination committee

The primary purpose of the nomination committee is to ensure that procedures governing appointments to the board are formal and transparent, by making recommendations to the board on all new board appointments and reviewing succession planning for directors and other members of the executive team. In line with King III, the chairman of the board is a member of the committee.

At 30 June 2012, the members of this committee were:

Fikile De Buck (chairman) – member and chairman since 13 August 2010

Patrice Motsepe – member since 24 October 2003

Joaquim Chissano – member since 3 May 2006

Modise Motloba – member since 29 October 2010

Mavuso Msimang – member since 7 May 2012

Remuneration committee

The primary purpose of the remuneration committee is to ensure the company’s directors and executive managers are fairly rewarded for their individual contributions to Harmony’s performance. Please refer to page 176 of the report for details.

Social and ethics committee

This committee assists the board in ensuring the group remains a committed, socially responsible corporate citizen. The primary purpose of the committee is to oversee the company’s activities in sustainable social and economic development which, inter alia, include public safety (a report on public safety will be presented to the social and ethics committee annually. Public safety involves prevention of and protection from events that could endanger the general public), HIV/Aids, environmental management, corporate social investment, consumer relationships, labour and employment, the promotion of equality and ethics management.

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Harmony integrated annual report 2012

At 30 June 2012, the members of this committee were:

Modise Motloba (chairman) – member and chairman since

5 August 2005

Joaquim Chissano – member since 3 May 2006

Fikile De Buck – member since 3 May 2006

Cathie Markus – member since 29 October 2010

Mavuso Msimang – member since 3 May 2011

John Wetton – member since 12 August 2011

A report by the chairman of the social and ethics committee can be found in the company’s sustainable development report.

Technical committee

The technical committee provides a platform for the CEO to discuss the company’s strategy, performance against targets, operational results, projects and safety. The committee also informs the board of key developments, progress against objectives and challenges facing operations. The company’s strategic plans are considered by the committee and recommended for approval to the board. The committee also provides guidance and support to management to ensure the company remains sustainable and successful.

At 30 June 2012, the members of this committee were:

André Wilkens (chairman) – member and chairman since 22 January 2008

Ken Dicks – member since 13 February 2008

Cathie Markus – member since 12 August 2011

Empowerment committee

At a meeting on 7 May 2012, the board resolved that the empowerment committee be incorporated into the social and ethics committee to avoid a duplication of duties.

At 7 May 2012, the members of this committee were:

Joaquim Chissano (chairman) – member and chairman since 3 May 2006

Cathie Markus – member since 29 October 2007

Modise Motloba – member since 3 May 2006

Mavuso Msimang – member since 3 May 2011

David Noko – member since 12 August 2011

Board and committee meetings attendance

Audit and risk

Nomination

Remuneration

Technical

Investment

Social and ethics

Empowerment

Board

committee

committee

committee

committee

committee

committee

committee1

Number of meetings held

4

5

3

4

5

4

5

4

Patrice Motsepe (chairman)

4

–

3

–

–

–

–

–

Modise Motloba (deputy chairman)

4

3

3

–

–

–

5

3

David Noko2

4

–

–

–

4

–

4

3

Joaquim Chissano

3

–

2

–

–

–

4

3

Fikile De Buck

4

3

3

2

–

–

3

–

Ken Dicks

4

–

–

–

5

4

–

–

Simo Lushaba

4

5

–

4

–

4

–

–

Cathie Markus3

4

–

–

2

4

4

5

4

Cedric Savage4

2

3

–

2

2

2

–

–

André Wilkens

4

–

–

4

5

4

–

–

Mavuso Msimang

4

–

–

–

–

–

4

4

John Wetton5

4

5

–

3

–

3

4

–

Graham Briggs

4

–

–

–

–

–

–

–

Frank Abbott

4

–

–

–

–

–

–

–

Mashego Mashego

4

–

–

–

–

–

–

–

Hannes Meyer6

3

–

–

–

–

–

–

–

1 Effective until 7 May 2012

2 Resigned on 19 June 2012

3 Appointed as member of the technical and remuneration committees during the course of FY12

4 Retired by rotation on 30 November 2011

5 Appointed as member of the investment, remuneration and social and ethics committees during the course of FY12

6 Resigned on 14 March 2012

FINANCIALS AND ADMINISTRATION

GOVERNANCE

MINERAL RESOURCES AND RESERVES

EXPLORATION

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Corporate governance continued

Harmony integrated annual report 2012

Code of ethics

Harmony concentrates on instilling and maintaining the highest levels of integrity in conducting its business. Through a process of constructive employee engagements, Harmony has enshrined the following values as those to which the company and its employees subscribe: safety, accountability, achievement, connectedness and honesty. See the sustainable development report.

Harmony’s code of ethics www.harmony.co.za was adopted to respond to the challenge of ethical conduct in the business environment. The code is reviewed annually by the board and its application is monitored by management. All employees (including contract employees), directors or officers and service providers/suppliers are expected to abide by the code. The company’s ethics programme is subject to independent assurance by means of inclusion in the internal audit coverage plan.

An ethics committee was established six years ago by the executive committee to monitor the ethical culture and standards of integrity in Harmony, and reports to the social and ethics committee of the board. The ethics committee meets quarterly, and oversees the monitoring and application of the company’s ethics programme.

Harmony has a dedicated, 24-hour crime line (Khuluma) which is managed by an external security contractor. Alleged irregularities can be reported anonymously via the crime line or reported to management. All cases are logged, investigated and monitored by the white-collar crime committee. During the year, two alleged irregularities were reported via the crime line. The matters were investigated which revealed that the allegations were unfounded. Harmony protects the identities of employees who report non-compliance with the code of ethics and encourages stakeholders to use the company’s crime line or any of the other available reporting structures. The Khuluma crime line number is 0800 811 811.

Restrictions on share dealings

Employees and directors are prohibited from dealing in Harmony shares during price-sensitive periods. The company secretary regularly distributes written notices, via email, to advise employees and directors of restricted periods. Employees are obliged, in terms of regulatory and governance requirements, to disclose any dealings in Harmony shares by themselves or related parties. The clearance procedure for directors to deal in Harmony shares is regulated in terms of the company’s policy on trading in shares.

Company secretary

Harmony’s company secretary plays an active role in achieving good corporate governance, supporting the chairman and the board in, inter alia:

Ensuring the effective functioning of the board

Providing guidance to the chairman, board and directors of Harmony’s subsidiaries on their responsibilities and duties in the prevailing regulatory and statutory environment

Raising matters that may warrant the attention of the board.

The company secretary assists in ensuring that the board’s decisions and instructions are clearly communicated to the relevant stakeholders, and is available as a central source of guidance and advice in Harmony on matters of ethics. The company secretary is actively involved in preparing the integrated annual report. Riana Bisschoff was appointed group company secretary on 1 March 2012.

The company secretary is fully supported by the board and management.

Harmony’s existing operational reporting structure is as follows:

The board

Executive directors

CEO: Graham Briggs

FD: Frank Abbott

Mashego Mashego

Non-executive directors

SE-ASIA OPSCO TEAM

SA OPSCO TEAM

Executive team

CEO SE-Asia: Johannes van Heerden (SE-Asia OPSCO)

SA COO: Tom Smith (SA OPSCO)

Executive human resources: Anton Buthelezi1

Executive: mineral resources development and growth: Jaco Boshoff2

Executive: legal, governance and ethics: Pheello Dikane

Executive: environment: Melanie Naidoo-Vermaak

Executive: safety and health: Alwyn Pretorius3

Executive: corporate and investor relations: Marian van der Walt

Executive: risk management and services improvement: Abré van Vuuren

1 Anton Buthelezi was appointed executive: human resources on 1 October 2011.

2 Jaco Boshoff is the chief operating officer of Evander in addition to his current responsibilities.

3 Alwyn Pretorius was appointed executive: safety and health on 1 August 2011.

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Management committees

Certain members of the executive management committee belong to the following management committees:

Committee name Members Purpose and function

Group operational committee

Chief operating officer and group operations teams

Review operations, safety performance, environmental issues and human resources

Operations committee

Chief operating officer, group operations teams and general managers

Oversee the execution of detailed shaft plans, employee relations, procurement, costs, cash flow

Shaft review committee

Chief operating officer, shaft teams and members of the executive

Review shaft-specific operational performance, major capital expenditure and forecasts

Ethics committee

Human resources executive, corporate and investor relations executive, risk management executive, government relations executive and legal and compliance executive

Monitor the ethical culture and levels of integrity

Tender committee

Group engineering manager; supply chain manager; central finance manager; group metallurgical engineer; general security manager; mining manager; group services manager; enterprise development manager

Monitor all procurement procedures and review increases on contract items

White collar crime committee

Heads of services departments or senior appointed members of each department as alternative

Investigate findings of investigations done by the security department on confidential reports received pertaining to code of ethics violations, fraud, corruption and inappropriate behaviour by employees and/or approved Harmony vendors/ suppliers. Some matters are referred to the ethics committee for consideration

Risk management committee

Chief operating officer, financial director, risk manager and head of internal audit

Oversight of risk management

SOX steering committee

Heads of services departments, financial manager, head of internal audit and financial director

Review of SOX compliance

Payroll steering committee

Chief executive officer, financial director, executive: human resources, senior management, members of the human resources, payroll, finance and IT departments

Investigate/analyse the payroll control environment with the objective of addressing/ resolving the weaknesses within the control environment; which includes process as well as technology aspects within the control environment

IT steering committee

Financial director, chief information officer, risk manager, head of internal audit as well as senior financial and payroll management

Oversee IT governance, including the performance of IT as well as IT investments commensurate with the organisation’s strategic and sustainability objectives

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Corporate governance continued

Harmony integrated annual report 2012

Memorandum of incorporation

In terms of the Act, the company’s current memorandum of incorporation will be replaced with a revised memorandum of incorporation on or before 1 May 2013. The company’s proposed memorandum of incorporation, a summary of which is attached to the notice of annual general meeting (AGM), will be presented to shareholders for approval at the AGM to be held on 28 November 2012. A copy of the new memorandum of incorporation is available for inspection on the company’s website at www.harmony.co.za (also see the AGM notice).

Risk management

Management is responsible for implementing effective risk management processes. This is overseen by the audit and risk committee on behalf of the board. A comprehensive report on risk management appears on pages 24 to 25.

Information technology

In line with King III, Harmony has conducted a gap analysis and further strengthened its governance structures, processes and policies on information technology. The report on IT can be found on page 175.

Internal control

Ensuring appropriate levels of authority and responsibility are in place for all eventualities remains a key area of focus, with substantial focus on internal controls.

The company’s system of internal control is designed to identify, evaluate and manage material misstatement and loss. The company’s system of internal financial control is designed to provide assurance of proper accounting records and reliable financial information for management decision-making and for publication. Any detected control weaknesses are communicated to management and appropriately remediated. Significant matters are reported to the audit and risk committee.

Management is developing a combined assurance framework to expand the existing compliance-based assurance plan to a risk-based assurance plan. This will further strengthen existing assurance activities and address appropriate integration and coordination of various assurance roles in the company.

Internal audit

The board is accountable for Harmony’s system of internal control, designed to provide reasonable assurance against material misstatement and losses. Management is responsible for maintaining a sound system of internal control and reviewing its effectiveness. The internal audit function is responsible for assisting the board and management by independently reviewing the adequacy and effectiveness of Harmony’s system of internal control. Significant findings are reported to the audit and risk committee and follow-up audits are conducted in areas where significant internal control weaknesses are found.

Harmony has an in-house internal audit function in a co-sourced arrangement to provide assurance on the effectiveness of governance, risk management and the internal control environment.

The purpose, authority and responsibility of the internal audit function are formally documented in the internal audit charter as approved by the audit and risk committee. The head of internal audit reports jointly to the chairman of this committee and the financial director.

External audit

The appointment of external auditors is undertaken under the auspices of the audit and risk committee in accordance with the provisions of the Act. To maintain their credibility and effectively fulfil their primary role as the financial auditors of Harmony, the external auditors are required to be independent of the group, both in fact and in appearance. The provision of extensive levels or certain types of other services to the group may impair their independence or be perceived to do so. The audit and risk committee therefore approved an external audit non-audit services policy to regulate its views on auditor independence in terms of providing statutory audit services as well as non-audit services.

The auditing firm, PricewaterhouseCoopers Inc, was engaged to undertake the following non-audit activities during the year:

Corporate tax compliance services – assistance with 2009 IT10 review

Corporate tax compliance services (IT4 and T10) – taxpac licences

Sustainability – assuring selected key performance indicators reported in the 2012 integrated report and sustainability report

Sustainability – clearance of non-conformances (ISO 14001).

Sarbanes-Oxley

Full details of Sarbanes-Oxley processes and compliance are reported in the Form 20-F for the financial year 2012 under item 15 thereof. Refer to Harmony’s website to download the Form 20-F www.harmony.co.za. The Form 20-F for FY12 will be filed and available on our website towards the end of October 2012.

Stakeholders

Harmony is committed to maintaining a positive relationship with all its stakeholders and communicates regularly with shareholders and other stakeholders on its financial and operational performances, and strategy. Detailed information is provided in the separate sustainability report at www.harmony.co.za.

Information management and access to information

Harmony complies with the Promotion of Access to Information Act of 2000 (PAIA). The company’s information manual can be found on its website at www.harmony.co.za. The company received no requests for information in terms of PAIA during the year.

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Information technology (IT) governance report

Recognising that IT is integral to doing business today, and fundamental in supporting the sustainability and growth of our company, the Harmony IT division uses industry best practices to ensure security and control over all information, as well as information and communication technology (ICT) assets.

IT governance and King III

Harmony subscribes to the King III principles on operating all IT functions and related projects for the group. To continuously improve our levels of compliance, a King III status review was conducted by Harmony internal audit and KPMG Inc, and recommendations are being addressed.

As part of this process, we are optimising existing practices in our IT function. Our IT governance programme includes developing frameworks and controls as well as independent reviews of strategic investments and other related requirements. Project-specific steering committees guide all crucial technology-related projects.

IT risk management and sustainability

Accurate, reliable and timely information is essential for effective reporting and appropriate management of our business. Equally, the rapid evolution and obsolescence of technology remains a constant challenge. While innovative technologies introduce new capabilities and benefits to a business, they also introduce new risks, which are handled with care.

Risk management

Harmony’s IT processes and methodologies ensure data is generated, used and maintained securely and sustainably, against key objectives:

Secure and properly controlled: The information and system security is tested and updated regularly, and appropriate measures taken to account for emerging threats. Initiatives are under way to ensure greater control in sharing and storing information by Harmony to reduce risk and manage licensing and hardware costs for the organisation.

Reliable and available: Harmony IT strives to ensure maximum reliability and availability of all systems and services to the business, using preventative maintenance to prolong service life, and regularly reviewing procedures to safeguard the integrity of both systems and data.

Harmony’s ICT environment is governed by a number of formalised policies, most importantly the end-user security standard, which has been designed to mitigate risks identified in the IT risk register underlying the company’s enterprise risk management strategic risk register.

Identified IT risks, and how they are managed, include:

Physical access to IT facilities: Access is restricted to authorised personnel and requires appropriate identification and authentication. Harmony data centres are controlled with conventional electronic and biometric access control.

Access control to business systems and supporting infrastructure: A password function defines minimum system security requirements for the Harmony user domain and key business applications. A control process is in place for key business applications, and all controls are periodically reviewed.

Security of IT environment: The security and integrity of business systems and supporting infrastructure are continually monitored.

Availability and continuity of IT systems and services:

Backup and recovery solutions control and execute daily backup of all critical data to on-site storage mediums, supplemented by weekly dispatch to a professional external off-site facility for storage. A supplementary data centre was commissioned in Welkom to serve as a disaster recovery site for all business-critical systems from the main data centre in Randfontein. Harmony data centres incorporate industry-standard design and use environmental monitoring, fire suppression and clean power supply systems to reduce the likelihood of loss of information assets and ensure service.

Unauthorised changes and managing authorised changes: A formal and standardised change control procedure is enforced across all business systems and supporting infrastructure. The process is managed by a change advisory board that meets weekly to review and approve the release of all system changes.

Sustainability of systems

The sustainability of Harmony’s systems revolves around providing systems and services that serve Harmony appropriately and are consistent with its corporate strategy and cost-conscious focus. These include:

Performance orientation (systems and people):

Harmony IT provides services and systems that are important to the continued performance of the organisation and its operations. Any absence or substandard performance could have safety and operational implications. Regular monitoring by qualified technical staff ensures systems align to company requirements.

Scalable, flexible platforms: Our ‘virtualisation’ principle enables IT systems to be scaled up or reduced rapidly as required, and in line with international best practice and industry trends.

Cost-efficiency: Harmony IT invests in proven technologies that meet strict performance criteria but with a constant focus on limiting the cost by working with service providers.

Appropriate to the needs of the company: A systems implementation lifecycle methodology guides Harmony in prioritising its business and process requirements before deciding about technology.

Planning for the future: Harmony IT management plans for the future in line with provisions specified in the group IT strategy, and the evolving needs of various parts of the company.

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Remuneration report

Harmony integrated annual report 2012

Harmony recognises that the principles of equity and fairness, coupled with a competitive and balanced remuneration strategy, lead to enhanced organisational performance – benefiting all stakeholders.

Remuneration committee

The primary purpose of the remuneration committee is to ensure the company’s directors and executive managers are fairly rewarded for their individual contributions to Harmony’s performance. The committee primarily assists the board on, inter alia, monitoring, reviewing and approving Harmony’s compensation policies and practices, and administering the company’s share incentive schemes. The committee has an independent role, operating as an overseer and making recommendations to the board for its consideration and final approval. The committee does not assume the functions of management, which remain the responsibility of the executive directors, officers and members of senior management.

In remunerating executive managers, the committee considers the interests of shareholders and the financial and commercial health of the company. None of the committee members has any personal interest in the outcome of these decisions. A majority of the members are independent non-executive directors.

The committee recently reviewed the salaries of executive management and non-executive directors’ fees and obtained the advice of an independent compensation consultant, at the group’s expense. The independent consultant also administers the company’s Tlhakanelo employee share incentive scheme. The work of the compensation consultant did not raise any conflict of interest. The consultant reported that executive management’s salaries required some adjustment to align these with industry benchmarks. The committee considered this report and made a recommendation to the board, which the board approved post year-end, effective 1 August 2012. In addition, the committee’s recommendation that non-executive directors’ fees be adjusted in line with industry benchmarks was approved by the board for recommendation to shareholders.

Harmony’s formal remuneration and incentive awards strategy, adopted by the board and presented to shareholders for consideration on a non-binding advisory vote at the annual general meeting in 2011, is unchanged, except for the inclusion of the Tlhakanelo Employee Share Trust. The company’s remuneration and incentive awards strategy will again be presented to shareholders for their consideration at the 2012 annual general meeting.

At 30 June 2012, the members of this committee were:

Cathie Markus (chairman) (independent non-executive director) – member and chairman from 30 November 2011

Simo Lushaba (independent non-executive director) – member since 5 August 2005

André Wilkens (non-independent non-executive director) – member since 7 August 2007

Fikile De Buck (independent non-executive director) – member since 29 October 2010

John Wetton (independent non-executive director) – member since 12 August 2011.

The chief executive officer, financial director, executive: government relations and executive: human resources were invited to attend all meetings.

Reward strategy

The objective of Harmony’s reward strategy is to enable the business to:

Recruit high-performing skills from a limited pool of talent

Retain competent employees who continuously enhance business performance

Reinforce, encourage and promote superior performance

Direct employees’ energies and activities to achieving key business goals

Achieve most effective returns (employee productivity) for total employee spend

Embrace diverse needs of employees in building the Harmony culture.

To achieve this, Harmony rewards employees in a way that fairly reflects the dynamics of the market and the context in which it operates. All components of the reward strategy are aligned to Harmony’s strategic direction, business-specific value drivers and operational results.

Reward strategy – design principles

The principles that govern Harmony’s reward strategy include:

Competitive pay levels: Harmony is committed to paying packages that are competitive relative to the target labour market

Pay for performance: remuneration practices reward high-performing employees for their contribution to the company

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Internal equity: remuneration differentiation between employees is based on criteria that are fair and objective

Cost management: Harmony manages the total cost of employment for all employees

Holistic approach: Harmony has adopted an integrated approach to reward strategy – a balanced design that includes:

- Guaranteed pay

- Short-term incentive pay

- Long-term (share-based) incentive pay

- Performance management

- Employee growth and development

- Non-financial rewards and recognition

Regular revision: Harmony recognises that the reward strategy and resultant remuneration policies are dynamic and should be reviewed regularly to ensure practices keep pace with both the company’s objectives and market practices

Communication: Harmony is committed to ensuring employees are aware of the company’s reward strategy.

Guaranteed pay

In reviewing and approving levels of guaranteed pay, the committee ensures these reflect the market sector in which Harmony operates, and the contribution of employees, particularly senior executives and executive directors.

To compete effectively for skills in a challenging employment market, Harmony identifies the target market, those organisations or companies from which skills are acquired, or to which skills are lost. Operational and technical comparisons are made predominantly to the mining and resources market, while more general comparisons are made to the national market and, at executive level, to top executive surveys.

For all positions other than those for which specific premiums are deemed appropriate due to scarcity or criticality of skills, Harmony aims for guaranteed pay levels relative to the market median of the target market.

In the context of guaranteed pay, all other benefits including pensions, benefits-in-kind and other financial arrangements are scrutinised to ensure they are justified, appropriately valued and suitably disclosed. Additionally, Harmony ensures guaranteed pay is a sufficient proportion of total remuneration to allow a fully flexible incentive scheme to operate.

Short-term incentive pay

The remuneration committee ensures Harmony’s directors and senior executives are fairly rewarded for their individual contributions to overall performance. In September 2006, the committee approved an annual incentive scheme as part of Harmony’s reward philosophy to benefit executive directors and members of management. This scheme was revised in 2010 to provide twice-yearly incentive bonuses for all management employees applying to corporate, Harmony central services, medical services and central operations; and quarterly incentive bonuses for designated shaft management team members as well as regional operations management teams.

Although bonuses are payable bi-annually and quarterly, they still relate to performance against annual objectives consistent with long-term value for shareholders, with both business and corporate performance targets, financial and non-financial, and tailored to the needs of the business. They are reviewed annually to ensure they remain appropriate.

While Harmony’s fundamental aim is to generate profit for its shareholders while continuing to grow, it is equally committed to ensuring that the safety, health and well-being of its employees is a primary area of focus. Therefore remuneration is linked to safety performance at all levels of the organisation to reinforce safety as a top priority.

Minimum levels of financial and operational performance are also included, with targets for threshold, expected and stretch levels of performance set and robustly monitored. Performance drivers are not duplicated, and a balance is struck between the need to reward success over the short and long term.

Scorecards of multiple targeted performance measures are used to avoid manipulation of results or poor business decisions. Currently, the principles of the scheme are based on the key targets of improvements in safety, and performance against budget targets for: kilograms of gold produced, underground grade, cash cost and capital expenditure.

Throughout, the remuneration committee satisfies itself on the accuracy of recorded performance measures that govern vesting of incentives. Risk-based oversight of bonuses payable is exercised to ensure behaviours contrary to the company’s risk management strategy are eliminated.

Occasionally, external factors impacting performance outside the control of participants may be accommodated to a limited extent for executives (with board discretionary approval), but may be more generously applied at lower levels in the organisation (with executive committee discretionary approval).

Long-term (share-based) incentives

Harmony has implemented various share option schemes in the past, but since implementation of the 2006 share plan, no options have been or will be issued in terms of these schemes. Options granted prior to the 2006 share plan remain open for acceptance for ten years after the date of grant, subject to the terms of the relevant option scheme.

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The Harmony 2006 share plan

The Harmony 2006 share plan (the plan) was adopted by shareholders at the annual general meeting on 10 November 2006 and subsequently amended at the annual general meeting held in Johannesburg on 1 December 2010 to bring it in line with amendments to the JSE Listings Requirements. The board of directors resolved in September 2012 to further amend the plan to align it with the Companies Act 2008. These amendments were permissible in terms of the plan without prior approval by shareholders.

The plan incorporates: equity-settled share appreciation rights, performance shares and performance-allocated restricted shares. The plan is in line with global and South African best practice, and rewards the required attributes of shareholder alignment and long-term, sustained performance.

In terms of the plan, executives and senior managers of Harmony and its subsidiaries and associates are awarded rights to receive shares in Harmony, when time and performance conditions have been met, the awards have vested and, in the case of share appreciation rights (SARs), the rights have been exercised.

Annual allocations of SARs, awards of performance shares, and grants of restricted shares are governed by Harmony’s reward strategy in which, inter alia, the ‘expected value’ of long-term incentive rewards is set for defined categories of executive and senior management. Participation is restricted to full-time employees and executive directors, and is subject to appropriate limits for individual participation.

Annual offers are made as this reduces the risk of unanticipated outcomes due to share-price volatility and cyclical factors, allows the adoption of a single performance measurement period and lessens the possibility and impact of ‘underwater’ share appreciation rights or excessive windfall gains. There is no repricing or surrender and regrant of any offers. The rules of the scheme provide that share awards are not granted in a closed period and no backdating of awards is allowed.

Rewards are settled in shares. However, participants are able to receive, via the company-appointed share scheme administrators, cash from the sale of the shares, less tax payable.

Performance conditions governing vesting of the scheme instruments include growth in earnings above inflation, targeted operational performance, and comparative financial/share performance against a peer group or index.

They are designed to be challenging but achievable and are linked to the company’s medium-term business plan over three-year performance periods.

A summary of the main elements of the current share plan and performance conditions is set out below. Performance conditions for subsequent awards may use different performance measures and targets, but will be no less challenging in the context of the prevailing business environment.

Share appreciation rights scheme (SARs)

Eligible employees receive annual allocations of share appreciation rights, which are rights to receive shares equal to the value of the difference between the exercise and allocation price, less tax payable on the difference.

Vesting of SARs is phased and subject to performance conditions specified in the allocation letter. Currently, vesting occurs in equal thirds on the third, fourth and fifth anniversary of the allocation, subject to a performance condition tied to the company’s performance in headline earnings per share (HEPS) above inflation.

Performance share plan (PSP)

Eligible employees receive annual conditional awards of a maximum number of performance shares.

The conditional award vests after three years if performance conditions have been satisfied. Specific performance conditions are stated in the award letter.

Performance criteria since November 2009 for senior management are:

50% of the number awarded is linked to the annual gold production of the company against targets set annually

50% of the number awarded is linked to the South African Gold Index.

Performance criteria for management since November 2010:

70% of the number awarded is linked to the annual gold production of the company against targets set annually

30% of the number awarded is linked to the South African Gold Index.

Although performance shares vest in the third year, performance against the two selected metrics is assessed annually and locked in for three discrete and equal segments of each award.

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On vesting of the conditional award, the company procures the delivery of shares to settle the after-tax value of the vested portion of the award. Conditional awards that do not vest at the end of the three-year period lapse.

Performance allocated restricted share plan (RSP)

Periodically, eligible employees may be granted a number of restricted shares and matching performance shares at the discretion of the board, based on their individual performance in the preceding year, or future worth or value to the company. The quantum and balance between restricted shares and matching performance shares is at the discretion of the board.

Restricted shares vest three years from the grant date, at which point the participant has 30 days to elect to exercise them. A request to exercise must be in writing and is subject to board approval. If the participant decides not to exercise all or a portion of the restricted shares on vesting, or does not react within 30 days from the vesting date, these shares remain restricted for a further three years, but are supplemented by a matching grant of restricted shares. All restricted shares are then only settled after the end of a further three-year period.

The employee share option scheme (ESOP)

At the company’s annual general meeting on 1 December 2010, shareholders approved the implementation of the ESOP via a trust now known as the Tlhakanelo Employee Share Trust (trust).

The ESOP is an equity-settled share incentive and share appreciation right (SAR) scheme in terms of which:

A total maximum threshold of 12 864 000 ordinary shares subdivided into (i) 4 288 000 ordinary shares in the share capital of the company (scheme shares) at par value; and (ii) 8 576 000 SARs have been made available for offer to more than 33 000 Harmony current and future qualifying employees (qualifying employees) in the ratio of 1 scheme share to 2 SARs, subject to the terms and conditions of the deed of trust (trust deed)

The scheme shares and SARs allocated to qualifying employees (participants) will vest in equal tranches on each anniversary of the relevant allocation date

Upon vesting of scheme shares, the participants will be entitled to take delivery of the vested scheme shares

Upon the vesting of SARs, the participants will be entitled to receive a number of ordinary shares in the share capital of the company (entitlement shares) and/or a cash bonus.

The number of entitlement shares which a participant will be entitled to receive will be determined by reference to the appreciation of the share price between the offer date of the SARs (offer date) and the vesting date (vesting date), subject to a maximum appreciation value of R32. To the extent that the share price:

– appreciates less than R18 but more than zero between the offer date and vesting date, the participant will, in addition to receiving entitlement shares, receive a cash bonus equal to the difference between R18 and the appreciation of each vested SAR

– depreciates between the offer date and vesting date, the participant will not be entitled to any entitlement shares but will instead receive a cash bonus of R18 per vested SAR, collectively referred to as the cash bonus

Prior to vesting, participants are entitled to elect to either (i) receive their vested scheme shares and/or entitlement shares or (ii) have their vested scheme shares and/or entitlement shares sold on their behalf and to receive the net proceeds of such sale.

Shareholders will be requested to approve amendments to the trust deed at the annual general meeting to be held on 28 November 2012. Further details can be found in the notice of the annual general meeting.

Reward strategy – pay-mix considerations

The remuneration committee ensures that the mix of fixed and variable pay, in cash, shares and other elements, meets the company’s needs and that incentives are based on targets that are stretching, verifiable and relevant.

Pay mix is defined as the balance targeted between the major components of remuneration, namely:

Total cost to company guaranteed pay (TCTC)

Variable pay for performance

– Bonuses derived from cash incentive bonuses

– The expected value derived from offers in terms of a long-term (share-based) incentive plan (LTIP).

Expected value is defined as the present value of the future reward outcome of an allocation/award/grant, given the targeted future performance of the company and its share price. It should not be confused with the term ‘fair value’ which is used to establish the accounting cost in the company’s financial statements. Neither should it be confused with the term ‘face value’ which is used to define the current value of the underlying share at the time of allocation/award/grant.

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EX-15.3

Exhibit 15.3

Exhibit 15.3

Audit and risk committee report

Harmony integrated annual report 2012

The Companies Act 71 of 2008 (the Act) requires companies to establish an audit committee and prescribes the composition and functions of such a committee. As the mandate of Harmony’s audit committee includes monitoring risk management, its name changed to the audit and risk committee.

The committee has been established by the board of directors to attend to its statutory duties as set out in the Act, assist the board in discharging its duties on safeguarding assets, monitor the operation of an adequate system of internal control and control processes, and monitor the preparation of accurate financial reporting and statements in compliance with all applicable legal requirements, corporate governance and accounting standards. The committee is also required to ensure that significant risks facing Harmony are adequately addressed and supports the board in its responsibility for the governance of risk.

In terms of the Act, the following members, serving as members of the committee as at 30 June 2012, will again be recommended to shareholders for appointment as audit and risk committee members for the ensuing financial year at the company’s annual general meeting:

John Wetton (chairman and independent non-executive director) – member since 1 July 2011, appointed chairman from 30 November 2011

Fikile De Buck (lead independent non-executive director) – member since 30 March 2006

Simo Lushaba (independent non-executive director) – member since 24 January 2003

Modise Motloba (independent non-executive director) – member since 30 July 2004.

The proposed individuals satisfy the requirements to serve as members of an audit and risk committee as provided for in section 94 of the Act and ensure that the committee comprises people with adequate and relevant knowledge and experience for the committee to perform its functions. For a detailed account of the qualifications and expertise of the members of the audit and risk committee, please refer to their resumés on pages 26 to 28 of the report.

In terms of the audit and risk committee’s formal, approved charter www.harmony.co.za and as part of its function in assisting the board to discharge its duties during the period under review, the committee:

Met five times during the past financial year

Reviewed the company’s quarterly results

Reviewed the annual financial statements for the year ended 30 June 2012 to ensure these present a true, balanced and understandable assessment of the financial position and performance of Harmony. On recommendation from the committee, the board subsequently approved the financial statements

Evaluated and considered Harmony’s risks, measures taken to mitigate those risks and treatment of the residual risks

Monitored the internal control environment in Harmony and found it to be effective

Discussed the appropriateness of accounting principles, critical accounting policies, management judgements, estimates and impairments. These were found to be appropriate and satisfactory

Considered the appointment of the external auditor, PricewaterhouseCoopers Inc (PwC), as the registered independent auditor for the ensuing year

Evaluated the independence and effectiveness of the internal audit function and external auditors

Evaluated and coordinated internal and external audit processes

Received and considered reports from the external and internal auditors

Reviewed and approved internal and external audit plans, terms of engagement and fees as well as the nature and extent of non-audit services rendered by the external auditors

Held separate meetings with management and the external auditors

Considered the appropriateness and expertise of the financial director, Frank Abbott, as well as that of the finance function and found all to be adequate and appropriate

Please note that this page does not form part of the audited information.

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Considered whether IT risks are adequately addressed and that appropriate controls are in place to address these risks

Satisfied itself through enquiry that the external audit firm, PwC, was independent from the company.

The committee is confident that it complied with its legal, regulatory and other responsibilities assigned by the board in terms of the committee’s charter.

The internal audit function reports to the financial director on day-to-day administrative matters. The internal and external auditors attend the committee’s quarterly committee meetings and have unrestricted access to the chairman of the audit and risk committee.

The audit and risk committee reviewed and recommended the integrated annual report for the year ended 30 June 2012 to the board for approval in accordance with King III and the JSE Listings Requirements. This was subsequently approved by the board.

In addition to the integrated report, the committee reviewed the annual report filed on Form 20-F for recommendation to the board and subsequent submission to the United States Securities and Exchange Commission (SEC). The board approved the Form 20-F for submission to the SEC.

The audit and risk committee oversees and monitors the governance of information technology (IT) on behalf of the board in accordance with King III and views this as an important aspect of risk management. For a report on IT governance, refer to page 175.

A comprehensive review of Harmony’s compliance with King III was completed in consultation with the auditing firm

KPMG, in July 2012. As a result, to further enhance compliance with King III:

A formal stakeholder policy and stakeholder management plan are being reviewed

As part of the culture alignment programme, the code of ethics will be reviewed and updated to align with Harmony’s revised value statements. Once reviewed, the revised code will be submitted to the board for approval

Management is revising the roles and responsibilities for various facets of ethics management (eg board committee responsibilities, fraud risk management). This will include a review and potential redesign of the ethics management programme to address integration and further improve levels of proactive ethical risk management

Although combined assurance was applied throughout the year, the process will be formalised into a combined assurance framework and plan

A more detailed overview of the appraisal process, results and action plans following the evaluation of the board, its committees and individual directors is disclosed on page 170

Reasons for the current non-executive directors’ fee structure are more fully explained on page 180

The job specification for the head of internal audit and associated key performance indicators will be developed and submitted to the audit and risk committee for review and approval. This framework will serve as input into the annual assessment of the internal audit function

The onset and frequency of independent quality reviews were considered and approved by the committee in August 2012

A non-audit service policy was developed and approved by the committee in August 2012

The risk management strategy and associated framework were revised. The amended framework and roll-out plan will be submitted to the committee for consideration and approval

HARMONY IN BRIEF

ANNUAL REVIEWS

OPERATIONAL REVIEW

GEOLOGY

EXPLORATION

MINERAL RESOURCES AND RESERVES

GOVERNANCE

FINANCIALS AND ADMINISTRATION

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Audit and risk committee report continued

Harmony integrated annual report 2012

A management technology (IT) steering committee was constituted in addition to various technology-focused project steering committees currently in place for Harmony. The steering committee charter will be finalised and submitted to the audit and risk committee for consideration and approval

A formalised and functional IT risk register will be enhanced and used by the audit and risk committee to adequately monitor the company’s IT risks, in line with the revised risk management roll-out plan

We will review the current decentralised application of legislative compliance and consider centralising this and/or integrating it into the risk management function to formally address critical regulatory non-compliance risk. The relevant disclosures appear on pages 24 to 25

The internal audit strategy and associated approach will be revised to align more closely with a risk-based approach and to address enhanced compliance with the Institute of Internal Auditors (IIA) standards. An updated internal audit charter will be presented to the audit and risk committee for its consideration and approval. More information on Harmony’s risk management appears on page 24 to 25.

John Wetton

Audit and risk committee chairman

25 October 2012

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