EX-4.25



 Exhibit 4.25 

edward nathan sonnenbergs 

johannesburg cape town durban 
 150
west street 
 sandown sandton johannesburg 2196 

p o box 783347 sandton south africa 2146 

docex 152 randburg 
 tel +2711 269
7600 fax +2711 269 7899 
 info@problemsolved.co.za www.problemsolved.co.za 

SECOND ADDENDUM TO THE SUBSCRIPTION, SALE AND SHAREHOLDERS AGREEMENT 

entered into between 
 HARMONY GOLD MINING COMPANY LIMITED

 and 
 BUSINESS VENTURE INVESTMENTS NO 1692
PROPRIETARY LIMITED 
 and 
 HISTOPATH PROPRIETARY
LIMITED 
 and 
 BUSINESS VENTURE INVESTMENTS NO 1677
PROPRIETARY LIMITED 
 and 
 BUSINESS VENTURE
INVESTMENTS NO 1687 PROPRIETARY LIMITED 
 and 

BUSINESS VENTURE INVESTMENTS NO 1688 PROPRIETARY LIMITED 

and 
 THE TRUSTEES FOR THE TIME BEING OF THE HARMONY GOLD
COMMUNITY TRUST 
  

  

					
	      	 	  
 law | tax | forensics | IP |
africa
	  	edward nathan sonnenbergs incorporated        registration number 2006/018200/21










	1.	INTERPRETATION 

  

	    	In this Addendum – 

  

	 	1.1.	“Addendum” means this second addendum to the Subscription, Sale and Shareholders’ Agreement; 

  

	 	1.2.	“Subscription, Sale and Shareholders Agreement” means the subscription, sale and shareholders’ agreement entered into between the Parties on 20 March 2013, as amended; and


  

	 	1.3.	unless otherwise defined herein or the context indicates otherwise, words and expressions defined in the Subscription, Sale and Shareholders’ Agreement will have the same meanings and any reference to the word
“clause” or “annexure” refers to a clause or annexure of the Subscription, Sale and Shareholders Agreement. 

  

	2.	INTRODUCTION 

  

	 	2.1.	The Parties have agreed to amend the Subscription, Sale and Shareholders’ Agreement by deleting clause 14.3.2 and replacing same with a new clause 14.3.2. 


 

	 	2.2.	The Parties wish to record their agreement in writing. 

  

	3.	AMENDMENT 

  

	    	The Parties hereby amend the Subscription, Sale and Shareholders’ Agreement by deleting clause 14.3.2 and replacing same with a new clause 14.3.2 – 


 

	 	“14.3.2	in respect of the Harmony Shareholder Loan – 

  

	 	14.3.2.1	bear interest at a rate of 100 (one hundred) basis points above the Funding Rate; 

  

	 	14.3.2.2	be repayable in 15 (fifteen) equal semi-annual instalments commencing on 31 December 2013 and terminating on 31 December 2020, subject to the provisions of the Cashflow Waterfall Agreement; and


  

	 	14.3.2.3	at the election of Harmony, failure of the Company to repay the Harmony Shareholder Loan shall not constitute a default by the Company;”  


 

	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
Subscription, Sale and Shareholders Agreement shall mutatis mutandis continue to apply. 


  

					
	      	 	  
 law | tax | forensics | IP |
africa
	  	edward nathan sonnenbergs incorporated        registration number 2006/018200/21



  
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	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 Addendum 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. 

  

					
	FOR	  	HARMONY GOLD MINING COMPANY LIMITED
			
	Signature:    	  	/s/	  	
		  	who warrants that he / she is duly authorised thereto	  	
	Name:	  	Frank Abbott	  	
	Date:	  	27 June 2013	  	
	Place:	  	Randfontein	  	
		
	FOR	  	BUSINESS VENTURE INVESTMENTS NO 1692 PROPRIETARY LIMITED
			
	Signature:	  	/s/	  	
		  	who warrants that he / she is duly authorised thereto	  	
	Name:	  	Frank Abbott	  	
	Date:	  	27 June 2013	  	
	Place:	  	Randfontein	  	


  
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	FOR	  	HISTOPATH PROPRIETARY LIMITED
			
	Signature:    	  	/s/	  	
		  	who warrants that he / she is duly authorised thereto	  	
	Name:	  	M. Mashabh	  	
	Date:	  	5 July 2013	  	
	Place:	  	Sandton	  	
		
	FOR	  	BUSINESS VENTURE INVESTMENTS NO 1677 PROPRIETARY LIMITED
			
	Signature:	  	/s/	  	
		  	who warrants that he / she is duly authorised thereto	  	
	Name:	  	M.C. Matjila	  	
	Date:	  	8 July 2013	  	
	Place:	  	Johannesburg	  	
		
	FOR	  	BUSINESS VENTURE INVESTMENTS NO 1687 PROPRIETARY LIMITED
			
	Signature:	  	/s/	  	
		  	who warrants that he / she is duly authorised thereto	  	
	Name:	  	Livhu Nengovhela	  	
	Date:	  	10 July 2013	  	
	Place:	  	Sandton	  	
		
	FOR	  	BUSINESS VENTURE INVESTMENTS NO 1688 PROPRIETARY LIMITED
			
	Signature:	  	/s/	  	
		  	who warrants that he / she is duly authorised thereto	  	
	Name:	  	 	  	
	Date:	  	 	  	
	Place:	  	 	  	


  
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	FOR	  	THE TRUSTEES FOR THE TIME BEING OF THE HARMONY GOLD COMMUNITY TRUST
			
	Signature:    	  	/s/	  	
		  	who warrants that he / she is duly authorised thereto	  	
	Name:	  	Neil Terblanche	  	
	Date:	  	27 June 2013	  	
	Place:	  	Randfontein	  	


  
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