<PAGE>
                        FIRST RANKING CESSION AND PLEDGE

                                     Between

                      THE ARM BROAD-BASED EMPOWERMENT TRUST

    AN ORAL TRUST ESTABLISHED BY ORAL AGREEMENT ON 15 APRIL 2005 AND HEREIN
                       REPRESENTED BY ITS TRUSTEES BEING

                                 NEDBANK LIMITED
            (REPRESENTED BY ANTON TALJAARD AND CLIVE DONALD STEWART)

                       HARMONY GOLD MINING COMPANY LIMITED
                       (REPRESENTED BY NOMFUNDO QANGULE)

                                  FRANK ABBOTT

                                       and

                   DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED
                     (REPRESENTED BY LIONEL CHARLES SHAWE)

                                       and

                                 NEDBANK LIMITED

                                                                  DENEYS | REITZ
                                                                       ATTORNEYS
<PAGE>
                              NOTARIAL CERTIFICATE

I, THE UNDERSIGNED,

                                MARK ROBERT KYLE

OF SANDTON IN THE GAUTENG PROVINCE OF THE REPUBLIC OF SOUTH AFRICA, NOTARY
PUBLIC BY LAWFUL AUTHORITY DULY ADMITTED AND SWORN, DO HEREBY CERTIFY AND ATTEST
UNTO ALL WHOM IT MAY CONCERN THAT I HAVE THIS DAY COLLATED AND COMPARED WITH THE
ORIGINAL THEREOF, THE COPY HERETO ANNEXED MARKED "A ", BEING:

"A"  FIRST RANKING CESSION AND PLEDGE BETWEEN THE ARM BROAD-BASED EMPOWERMENT
     TRUST AN ORAL TRUST ESTABLISHED BY ORAL AGREEMENT ON 15 APRIL 2005 AND
     HEREIN REPRESENTED BY ITS TRUSTEES BEING NEDBANK LIMITED (REPRESENTED BY
     ANTON TALJAARD AND CLIVE DONALD STEWART), HARMONY GOLD MINING COMPANY
     LIMITED (REPRESENTED BY NOMFUNDO QANGULE), FRANK ABBOTT AND DENEYS REITZ
     TRUSTEES (PROPRIETARY) LIMITED (REPRESENTED BY LIONEL CHARLES SHAWE) AND
     NEDBANK LIMITED, DATED 15 APRIL 2005

AND I, THE SAID NOTARY, DO FURTHER CERTIFY AND ATTEST THAT THE SAME IS A TRUE
AND FAITHFUL COPY OF THE SAID ORIGINAL AND AGREES THEREWITH IN EVERY RESPECT. AN
ACT WHEREOF BEING REQUIRED, I HAVE GRANTED THESE PRESENTS UNDER MY NOTARIAL FORM
AND SEAL, TO SERVE AND AVAIL AS OCCASION SHALL OR MAY REQUIRE.

THUS DONE AND SIGNED AT SANDTON AFORESAID ON THIS THE 26TH DAY OF APRIL IN THE
YEAR TWO THOUSAND AND FOUR.

                                                                   NOTARY PUBLIC

DENEYS REITZ ATTORNEYS
SANDTON
<PAGE>
                        FIRST RANKING CESSION AND PLEDGE

                                     Between

                      THE ARM BROAD-BASED EMPOWERMENT TRUST

     AN ORAL TRUST ESTABLISHED BY ORAL AGREEMENT ON 15 APRIL 2005 AND HEREIN
                        REPRESENTED BY ITS TRUSTEES BEING

                                 NEDBANK LIMITED
            (REPRESENTED BY ANTON TALJAARD AND CLIVE DONALD STEWART)

                       HARMONY GOLD MINING COMPANY LIMITED
                        (REPRESENTED BY NOMFUNDO QANGULE)

                                  FRANK ABBOTT

                                       and

                   DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED
                     (REPRESENTED BY LIONEL CHARLES SHAWE)

                                       and

                                 NEDBANK LIMITED

                                                                  DENEYS | REITZ
                                                                       ATTORNEYS
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.    PARTIES..............................................................    1
2.    DEFINITIONS AND INTERPRETATION.......................................    1
3.    INTRODUCTION.........................................................    8
4.    CESSION AND PLEDGE...................................................    9
5.    WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY THE PLEDGOR..........    9
6.    DELIVERY OF DOCUMENTS................................................   12
7.    RIGHTS, POWERS AND PRIVILEGES ATTACHING TO THE ARM SHARES AND THE
      RIGHTS AND INTERESTS.............................................       13
8.    REALISATION..........................................................   14
9.    APPROPRIATION OF PROCEEDS............................................   17
10.   AUTHORITY............................................................   18
11.   RELEASE OF ARM SHARES TO THE BEE BENEFICIARIES.......................   18
12.   DURATION.............................................................   19
13.   ADDITIONAL SECURITY..................................................   19
14.   CESSION..............................................................   19
15.   PLEDGOR  BOUND  NOTWITHSTANDING  CERTAIN CIRCUMSTANCES...............   20
16.   ARM SHARES AND RIGHTS AND INTERESTS TO BE KEPT FREE OF ENCUMBRANCES..   21
17.   EXEMPTION FROM LIABILITY.............................................   21
18.   CERTIFICATE OF INDEBTEDNESS..........................................   22
19.   RENUNCIATION OF BENEFITS.............................................   22
20.   CONFIDENTIALITY......................................................   22
21.   NOTICES AND DOMICILIA.................................................  24
</TABLE>
<PAGE>
                                                                         Page 2.


<TABLE>
<S>                                                                           <C>
22.   GOVERNING LAW........................................................   26
23.   JURISDICTION.........................................................   26
24.   SEVERABILITY.........................................................   26
25.   GENERAL..............................................................   27
26.   COSTS................................................................   28
27.   COUNTERPARTS.........................................................   29
</TABLE>
<PAGE>
                        FIRST RANKING CESSION AND PLEDGE

1.   PARTIES

1.1  The Parties to this Agreement are:


1.1.1 THE ARM BROAD-BASED EMPOWERMENT TRUST AN ORAL TRUST ESTABLISHED BY ORAL
     AGREEMENT ON 15 APRIL 2005 HEREIN REPRESENTED BY ITS TRUSTEES BEING:


1.1.1.1 NEDBANK LIMITED (REPRESENTED BY ANTON TALJAARD AND CLIVE DONALD
     STEWART);

1.1.1.2 HARMONY GOLD MINING COMPANY LIMITED (REPRESENTED BY NOMFUNDO QANGULE);

1.1.1.3 FRANK ABBOTT; and

1.1.1.4 DENEYS REITZ TRUSTEES (PROPRIETARY) LIMITED (REPRESENTED BY LIONEL
     CHARLES SHAWE); and

1.1.2 NEDBANK LIMITED.

1.2  The Parties agree as set out below.

2.   DEFINITIONS AND INTERPRETATION

2.1  The headings to the clauses of this Agreement are for reference purposes
     only and shall in no way govern or affect the interpretation of nor modify
     nor amplify the terms of this Agreement nor any clause hereof.
<PAGE>
                                                                         Page 2.


2.2  Words and expressions defined in the Second Loan Agreement shall (unless
     otherwise defined in this Agreement) bear the same meanings where used in
     this Agreement. In addition, unless inconsistent with the context the words
     and expressions set forth below shall bear the following meanings and
     cognate expressions shall bear corresponding meanings:

2.2.1 "AGREEMENT" means this First Ranking Cession and Pledge;

2.2.2 "AHJIC" means ARMGold Harmony Joint Investment Company (Proprietary)
     Limited (Registration No. 2002/032163/07), a private company duly
     incorporated according to the company laws of South Africa;

2.2.3 "ARM" means African Rainbow Minerals Limited (Registration No.
     1933/004580/06), a public company duly incorporated in accordance with the
     company laws of South Africa;

2.2.4 "BEE BENEFICIARIES" means Historically Disadvantaged South Africans who
     are or will become beneficiaries of the Pledgor in accordance with the
     terms of the Trust Deed;

2.2.5 "CLAIMS" means all current and future claims which the Pledgor has or will
     have against ARM in respect of the ARM Shares;

2.2.6 "EFFECTIVE DATE" means the Advance Date;

2.2.7 "FIRST FACILITY OUTSTANDINGS" means, at any time and from time to time,
     the aggregate of all amounts of principal, accrued and unpaid interest and
<PAGE>
                                                                         Page 3.


     all and any other amounts due and payable, including but not limited to,
     Breakage Costs, to the Nedbank under the First Loan Agreement;

2.2.8 "FIRST LOAN AGREEMENT" means the written agreement entitled "First Loan
     Agreement'" concluded or to be concluded between Nedbank and the Pledgor on
     or about the Signature Date;

2.2.9 "HARMONY" means Harmony Gold Mining Company Limited (Registration No.
     1950/038232/06), a public company duly incorporated according to the
     company laws of South Africa;

2.2.10 "HISTORICALLY DISADVANTAGED SOUTH AFRICANS" shall bear the meaning
     ascribed to that term in the Broad Based Socio Economic Empowerment Charter
     for the South African Mining Industry published by the Department of
     Minerals and Energy of the Government of South Africa;

2.2.11 "NEDBANK" means Nedbank Limited (Registration No. 1951/000009/06) (acting
     through its Nedbank Capital division), a registered bank and public company
     duly incorporated according to the banking and company laws of South
     Africa;

2.2.12 "PARTIES" means:

2.2.12.1 the Pledgor; and

2.2.12.2 Nedbank,

     and "PARTY" means, as the context requires, mean either of them;
<PAGE>
                                                                         Page 4.


2.2.13 "PLEDGOR" means the trustees for the time being of an oral trust
     established by oral agreement between Frank Abbott (as founder) and
     Nedbank, Harmony, Frank Abbott and Deneys Reitz Trustees (Proprietary)
     Limited (each as trustees) on 15 April 2005 and known as the
     "ARM Broad-Based Empowerment Trust";

2.2.14 "RIGHTS AND INTERESTS" means all of the Pledgor's rights of any nature
     whatsoever to and interests of any nature whatsoever in the ARM Shares, the
     ARM Share Proceeds, the Claims and the Collection Account, whether actual,
     prospective or contingent, direct or indirect, whether a claim to the
     payment of money or to the performance of any other obligation, and whether
     or not the said rights and interests were within the contemplation of the
     Parties at the Signature Date;

2.2.15 "SECOND LOAN AGREEMENT" means the written agreement entitled "Second Loan
     Agreement" concluded or to be concluded between Nedbank and the Pledgor on
     or about the Signature Date;

2.2.16 "SECOND RANKING CESSION AND PLEDGE" means the reversionary cession and
     pledge in security entitled "Second Ranking Cession and Pledge" by the
     Pledgor in favour of Nedbank dated on or about Signature Date pursuant to
     which the Pledgor pledges the ARM Shares and cedes in securitatem debiti
     its reversionary rights, title and interest in and to the Rights and
     Interests to Nedbank as security for its obligations under the First Loan
     Agreement;

2.2.17 "SECURED OBLIGATIONS" means all of the obligations or Indebtedness
     (actual or contingent), present or future, from whatsoever cause and
     howsoever arising which the Pledgor may now or at any time hereafter
<PAGE>
                                                                         Page 5.


     owe or have towards Nedbank under or in connection with the Second Loan
     Agreement;

2.2.18 "SECURITY CESSION" means the cession in securitatem debiti and pledge
     contemplated by this Agreement as such obligations or Indebtedness are
     amended from time to time in terms of clause 15.1.2;

2.2.19 "SECURITIES SERVICES ACT" means the Securities Services Act, 2004;

2.2.20 "SIGNATURE DATE" means the date of the signature of the Party last
     signing this Agreement in time;

2.2.21 "STRATE" means STRATE Limited (Registration No. 1998/022242/06), a public
     company duly incorporated in accordance with the company laws of South
     Africa, and registered as a central securities depository in terms of the
     Securities Services Act.

2.3  Unless inconsistent with the context or save where the contrary is
     expressly indicated:

2.3.1 if any provision in a definition is a substantive provision conferring
     rights or imposing obligations on any Party, notwithstanding that it
     appears only in this interpretation clause, effect shall be given to it as
     if it were a substantive provision of this Agreement;

2.3.2 when any number of days is prescribed in this Agreement, same shall be
     reckoned exclusively of the first and inclusively of the last day unless
     the last day falls on a day which is not a Business Day, in which case the
     last day shall be the next succeeding Business Day;
<PAGE>
                                                                         Page 6.


2.3.3 in the event that the day for payment of any amount due in terms of this
     Agreement should fall on a day which is not a Business Day, the relevant
     day for payment shall be the previous Business Day;

2.3.4 in the event that the day for performance of any obligation to be
     performed in terms of this Agreement should fall on a day which is not a
     Business Day, the relevant day for performance shall be the subsequent
     Business Day;

2.3.5 an "affiliate" means, in relation to any person, a subsidiary of that
     person or a holding company of that person or any other subsidiary of that
     holding company;

2.3.6 a "clause" shall, subject to any contrary indication, be construed as a
     reference to a clause hereof;

2.3.7 a "holding company" shall be construed in accordance with the Companies
     Act;

2.3.8 a "person" shall be construed as a reference to any person, firm, company,
     trust, corporation, government, state or agency of a state or any
     association or partnership (whether or not having separate legal
     personality) of two or more of the foregoing;

2.3.9 a "subsidiary" shall be construed in accordance with the Companies Act;

2.3.10 any reference in this Agreement to an enactment is to that enactment as
     at the Signature Date and as amended or re-enacted from time to time;
<PAGE>
                                                                         Page 7.


2.3.11 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 the same may have been, or
     may from time to time be, amended, varied, novated or supplemented;

2.3.12 no provision of this Agreement constitutes a stipulation for the benefit
     of any person who is not a Party to this Agreement; and

2.3.13 references to day/s, month/s or year/s shall be construed as Gregorian
     calendar day/s, month/s or year/s.

2.4  Unless inconsistent with the context, an expression which denotes:

2.4.1 any one gender includes the other genders;

2.4.2 a natural person includes an artificial person and vice versa; and

2.4.3 the singular includes the plural and vice versa.

2.5  Where any term is defined within the context of any particular clause in
     this Agreement, the term so defined, unless it is clear from the clause in
     question that the term so defined has limited application to the relevant
     clause, shall bear the same meaning as ascribed to it for all purposes in
     terms of this Agreement, notwithstanding that that term has not been
     defined in this interpretation clause.

2.6  The rule of construction that, in the event of ambiguity, the contract
     shall be interpreted against the Party responsible for the drafting
     thereof, shall not apply in the interpretation of this Agreement.
<PAGE>
                                                                         Page 8.


2.7  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.

2.8  This Agreement shall be binding on and enforceable by the estates, heirs,
     executors, administrators, trustees, permitted assigns or liquidators of
     the Parties as fully and effectually as if they had signed this Agreement
     in the first instance and reference to any Party shall be deemed to include
     such Party's estate, heirs, executors, administrators, trustees,
     successors-in-title, permitted assigns or liquidators, as the case may be.

2.9  The use of any expression in this Agreement covering a process available
     under South African law such as winding-up (without limitation eiusdem
     generis) 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.

2.10 Where figures are referred to in numerals and in words, if there is any
     conflict between the two, the words shall prevail.

3.   INTRODUCTION

     As security for the due performance of the Secured Obligations, the Pledgor
     has agreed to pledge all of the ARM Shares and cede in securitatem debiti
     all of the Rights and Interests to Nedbank on the terms and conditions set
     out in this Agreement.
<PAGE>
                                                                         Page 9.


4.   CESSION AND PLEDGE

     With effect from the Effective Date, the Pledgor hereby pledges to Nedbank
     all of the ARM Shares and cedes in securitatem debiti to Nedbank all of the
     Rights and Interests, as a continuing general covering collateral security
     for the due, proper and timeous payment and performance in full of all of
     the Secured Obligations, on the terms and conditions set out in this
     Agreement, which pledge and cession Nedbank hereby accepts.

5.   WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY THE PLEDGOR

5.1  The Pledgor, on each day that this Agreement is in force:

5.1.1 subject to clause 11 and as may be expressly provided for in the
     Transaction Documents, warrants and represents that it is and will remain
     the sole and beneficial owner of the ARM Shares and the Rights and
     Interests to the exclusion of all others and, save as expressly provided
     for in the Voting Agreement, no person has an option or right of refusal
     over the ARM Shares and/or the Rights and Interests;

5.1.2 warrants and represents that with effect from the Effective Date the ARM
     Shares are fully paid for and constitute the Pledgor's entire shareholding
     in ARM;

5.1.3 warrants and represents that the ARM Shares have been issued by ARM in
     accordance and compliance with all applicable laws and/or regulations;

5.1.4 warrants and represents that the ARM Shares pledged and the Rights and
     Interests ceded to Nedbank under this Agreement have not been pledged
<PAGE>
                                                                        Page 10.


     and/or ceded (either outright or as security), discounted, factored,
     mortgaged under notarial bond or otherwise, or otherwise disposed of or
     hypothecated, nor are they subject to any other rights in favour of any
     person (including without limitation any rights of pre-emption) save as
     expressly provided in the Voting Agreement;

5.1.5 warrants and represents that all obligations undertaken by it under this
     Agreement have been authorised by all necessary corporate and/or other
     action and neither the terms of the oral agreement in terms of which the
     Pledgor has been established nor any trust instrument in relation to the
     Pledgor places any limitations or restrictions on the ability of the
     Pledgor to pledge the ARM Shares and cede the Rights and Interests as
     provided for in this Agreement;

5.1.6 warrants and represents that to the best of its knowledge and belief the
     issue of the Security Cession and the fulfilment of its obligations in
     accordance with the terms thereof do not contravene any law, regulation or
     any contractual obligation binding on it;

5.1.7 waives any and all rights in respect of the ARM Shares and/or the Rights
     and Interests which it may have in conflict with the rights of Nedbank
     under this Agreement;

5.1.8 save for the Second Ranking Cession and Pledge and the provisions of the
     Transaction Documents, acknowledges that it may not pledge, cede, assign or
     transfer or in any other manner encumber or deal with the ARM Shares and/or
     the Rights and Interests without the prior written consent of Nedbank
     (which consent shall not be unreasonably withheld or delayed);
<PAGE>
                                                                        Page 11.


5.1.9 agrees that on the occurrence of any breach or default in respect of any
     Secured Obligation and a failure to remedy such breach or default in
     accordance with the terms of the Second Loan Agreement, it will forthwith
     pay over to Nedbank any interest or other benefits of any nature accrued
     and/or received in respect of the ARM Shares and the Rights and Interests
     relating to the period after such a breach by depositing the same into a
     nominated account as Nedbank may from time to time direct in writing.

5.2  Should the ARM Shares and/or the Rights and Interests be subject to any
     right in breach of the representation and warranty in clause 5.1.3, then,
     without prejudice to any other rights that Nedbank may have, any
     reversionary or other interests the Pledgor may have in the ARM Shares
     and/or the Rights and Interests are also ceded to Nedbank, and if the
     holder of that cession or right is entitled to possession of any of the
     documents referred to in clause 6 below, and it exercises that right, then
     the Pledgor shall deliver photocopies of the documents to Nedbank, and as
     soon as the holder of that cession or right ceases to be entitled to
     possession or gives up possession, the Pledgor shall deliver the relevant
     documents to Nedbank.

5.3  It is recorded that Nedbank has entered into the Transaction Documents to
     which it is a party on the strength of and relying on the warranties and
     representations in this clause 5, each of which shall be deemed to be
     separate warranties and representations, given without prejudice to any
     other warranty or representation, and deemed to be material representations
     inducing Nedbank to enter into the Transaction Documents to which it is a
     party.
<PAGE>
                                                                        Page 12.


6.   DELIVERY OF DOCUMENTS

6.1  If Nedbank calls upon the Pledgor in writing to do so, the Pledgor shall
     deliver to Nedbank proof to the satisfaction of Nedbank that the ARM Shares
     have been transferred to the Pledgor in accordance with section 91A(4) of
     the Companies Act.

6.2  In accordance with the rules of STRATE the Pledgor irrevocably authorises
     Nedbank as its agent in rem suam to take all steps necessary to ensure that
     an appropriate entry is made in the securities account of the Pledgor
     recording the Security Cession in terms of this Agreement.

6.3  The Pledgor hereby authorises Nedbank, upon the occurrence of an Event of
     Default, in its discretion to perfect and complete the pledge of the ARM
     Shares, or any of them, by registration, delivery, transfer or otherwise
     and to transfer the ARM Shares to any nominee or to a central securities
     depositary (as defined in the Securities Services Act) and without
     reference to the Pledgor.

6.4  When all the Secured Obligations have been unconditionally and irrevocably
     finally discharged or released, as the case may be, Nedbank shall be
     entitled as cessionary under the, Second Ranking Cession and Pledge, to
     take all steps to ensure that an appropriate entry is made in the
     securities account of the Pledgor recording the cession in securitatem
     debiti pursuant to the Second Ranking Cession and Pledge.

6.5  The Pledgor shall deliver to Nedbank any documents relating to the ARM
     Shares and/or the Rights and Interests for which it may at any time
     reasonably call and which are, or should reasonably be, in the Pledgor's
     possession, which documents shall be delivered to Nedbank within a
     reasonable period, as agreed
<PAGE>
                                                                        Page 13.


     between Nedbank and the Pledgor, and failing such agreement, within 10
     (ten) Business Days.

6.6  The Pledgor shall generally do everything that may be required by Nedbank
     for the purposes of and to give effect to this Agreement, failing which
     Nedbank may, if possible, attend thereto and recover from the Pledgor any
     expenses incurred in doing so.

7.   RIGHTS, POWERS AND PRIVILEGES ATTACHING TO THE ARM SHARES AND THE RIGHTS
     AND INTERESTS

7.1  This Agreement operates in respect of all rights, powers and privileges
     attaching to the ARM Shares and the Rights and Interests, including but not
     limited to those set out in clause 7.2 below and such rights, powers and
     privileges shall accordingly vest in Nedbank with the power to exercise
     them either in its own name or in the name of the Pledgor, upon the
     occurrence of any breach of the Secured Obligations which has not been
     remedied in accordance with the terms of the Second Loan Agreement and is
     continuing. Alternatively, the Pledgor shall, if Nedbank so directs,
     exercise its rights, powers and privileges in its own name and in
     accordance with Nedbank's directions to the greatest extent permitted by
     applicable law.

7.2  Such rights, powers and privileges attaching to the ARM Shares and/or the
     Rights and Interests include (but are not limited to) the following:

7.2.1 the right to receive payment of that portion of the dividends and other
     benefits which become due in respect of the ARM Shares and/or the Rights
     and Interests from time to time;
<PAGE>
                                                                        Page 14.


7.2.2 the right to receive notice of every general meeting of shareholders of
     the ARM which are to be forwarded to Nedbank just as if it were a
     shareholder of ARM; and

7.2.3 the right to attend every general meeting of the shareholders of ARM and
     to exercise the votes attaching to the ARM Shares at such meetings;

7.3  For the avoidance of doubt, for so long as the Pledgor is not in breach of
     the Secured Obligations, the provisions of clause 7.1 and 7.2 above will
     not apply.

8.   REALISATION

8.1  If the Pledgor commits any breach or default of the Secured Obligations and
     fails to remedy such breach or default in accordance with the terms of the
     Second Loan Agreement, the Pledgor hereby irrevocably and unconditionally
     authorises and empowers Nedbank or its nominee, without any further
     authority or consent of any nature whatsoever required from the Pledgor,
     and in the name of Nedbank or in the name of the Pledgor to:

8.1.1 exercise all or any of the rights, including voting rights attached to the
     ARM Shares, powers and privileges and enforce all or any obligations
     attaching to the ARM Shares and/or the Rights and Interests in such manner
     and on such terms as Nedbank in its sole discretion deems fit; and/or

8.1.2 receive payment for, delivery of and/or performance in respect of, the ARM
     Shares and/or the Rights and Interests in its own name; and/or

8.1.3 at Nedbank's election:
<PAGE>
                                                                        Page 15.


8.1.3.1 to perfect or complete the pledge of the ARM Shares, or any of them, by
     registration, delivery, transfer or otherwise and to transfer the ARM
     Shares to any nominee or nominees or to a central securities depository (as
     defined in the Securities Services Act); and/or

8.1.3.2 to sell or otherwise realise the ARM Shares and/or the Rights and
     Interests or any one of them either by public auction or by private treaty,
     in the latter case on reasonable notice to the Pledgor not exceeding 10
     (ten) Business Days, as Nedbank may deem fit; and/or

8.1.3.3 to take over the ARM Shares and/or the Rights and Interests at a fair
     value which, in the absence of agreement within 10 (ten) Business Days
     after delivery by Nedbank to the Pledgor of a written notice stating that
     Nedbank intends to exercise its rights pursuant to this clause 8.1.3.3,
     shall be determined by an independent accountant agreed to by the Parties
     or, failing agreement within 5 (five) Business Days, appointed, at the
     request of either Party, by the President for the time being of the
     Southern African Institute of Chartered Accountants (or the successor body
     thereto) (which independent accountant shall act as an expert and not as an
     arbitrator, shall be instructed to make his determination within 10 (ten)
     Business Days of being requested to do so and shall determine the liability
     for his charges which will be paid accordingly, provided that if any
     determination is manifestly unjust and the court exercises its general
     power, if any, to correct such determination, the Parties shall be bound
     thereby) and, subject to the provisions of clause 9, set off the purchase
     price payable by Nedbank for the ARM Shares
<PAGE>
                                                                        Page 16.


     and/or the Rights and Interests against the Pledgor's indebtedness to
     Nedbank in respect of the Secured Obligations on the basis that any excess
     on realisation or any balance owing to the Pledgor, as the case may be,
     will be paid to the Pledgor and any shortfall will remain as a debt due by
     the Pledgor to Nedbank; and/or

8.1.4 institute any legal proceedings which Nedbank may deem necessary in
     connection with any sale or other realisation or transfer of any of the ARM
     Shares and/or the Rights and Interests by Nedbank or its nominee; and/or

8.1.5 to convey valid title in the ARM Shares and/or the Rights and Interests to
     any purchaser thereof (including Nedbank) and/or to take all such further
     or other steps as Nedbank may consider necessary to deal with the ARM
     Shares and/or the Rights and Interests.

8.2  Nedbank acknowledges and agrees that the exercise of its rights in terms of
     clause 8.1 and any action taken by it pursuant thereto shall be subject to
     the terms and conditions contained in the Voting Agreement.

8.3  On Nedbank taking any actions in terms of clause 8.1, or otherwise as
     required by Nedbank, the Pledgor shall on demand by Nedbank:

8.3.1 notify ARM in writing that payment for, delivery of or performance in
     respect of the ARM Shares and/or the Rights and Interests must be made to
     Nedbank, and that payment, delivery or performance to the Pledgor or to
     anyone else will not constitute valid payment, delivery or performance, and
     Nedbank shall be entitled to do likewise. The Pledgor shall on demand by
     Nedbank provide proof that such notification has been duly given;
<PAGE>
                                                                        Page 17.


8.3.2 refuse to accept any payment, delivery or performance tendered in respect
     of any of the ARM Shares and/or the Rights and Interests in order that such
     payment, delivery or performance be tendered to Nedbank, which will apply
     any payment so received in accordance with the provisions of clause 9;

8.3.3 at its own cost carry out any lawful directions Nedbank may give in regard
     to the realisation of the ARM Shares and/or the Rights and Interests and
     sign any document or do any other reasonable and lawful act necessary to
     vest the ARM Shares and/or the Rights and Interests in Nedbank, to enable
     the sale or disposition of the ARM Shares and/or the Rights and Interests,
     which may otherwise be necessary or required to perfect the Security
     Cession created in this Agreement.

8.4  Notwithstanding anything to the contrary contained in this Agreement,
     Nedbank shall not be obliged to take any particular steps to collect or
     otherwise enforce its rights in respect of the ARM Shares and/or the Rights
     and Interests.

9.   APPROPRIATION OF PROCEEDS

     Nedbank shall apply the net proceeds of all amounts received pursuant to
     the sale or other realisation of the ARM Shares and/or the Rights and
     Interests (after deducting all properly evidenced costs and expenses
     incurred by Nedbank in relation to such realisation) in reduction or
     discharge, as the case may be, of the Pledgor's obligations under the
     Secured Obligations in its sole discretion as it deems fit. Any amount
     remaining thereafter shall be paid to the Pledgor provided that all of the
     Secured Obligations and any other obligations (whether actual or
     contingent, present or future) of the Pledgor pursuant to the Second
     Ranking Cession and Pledge, have been completely, unconditionally and
     irrevocably fulfilled.
<PAGE>
                                                                        Page 18.


10.  AUTHORITY

     If at any time during this Agreement Nedbank become entitled to exercise
     its rights under clause 8.1, the Pledgor hereby authorises and appoints
     Nedbank irrevocably and in rem suam as the Pledgor's attorney and agent in
     the Pledgor's name, place and stead to sign and execute:

10.1 any proxy in favour of Nedbank or its nominee to enable Nedbank to exercise
     any voting rights attaching to the ARM Shares or any of them; and

10.2 such documents as may be necessary:

10.2.1 in order to render the ARM Shares and/or the Rights and Interests or any
     of them negotiable including, without limitation, the signature of transfer
     declarations;

10.2.2 to enable Nedbank to receive payment of the purchase price of the ARM
     Shares and/or the Rights and Interests subject to the provisions of clause
     9;

10.2.3 to enable Nedbank to exercise any of its rights granted to it herein.

11.  RELEASE OF ARM SHARES TO THE BEE BENEFICIARIES

11.1 It is recorded that the Pledgor has been established inter alia, for the
     purposes of facilitating black economic empowerment and ownership in
     relation to ARM by permitting BEE Beneficiaries to become beneficiaries of
     the Pledgor and thereby obtaining a beneficial interest in and to the ARM
     Shares.

11.2 Accordingly, Nedbank hereby undertakes in favour of the Pledgor that upon a
     BEE Beneficiary becoming a beneficiary of the Pledgor and the consequent
<PAGE>
                                                                        Page 19.


     payment by the Pledgor to Nedbank of an amount calculated in accordance
     with terms of the Trust Deed in reduction of the Secured Obligations, it
     shall release from pledge in terms of this Agreement such number of the ARM
     Shares pledged in its favour pursuant to this Agreement as may be specified
     by, and in accordance with the terms of, the Trust Deed and take all steps
     to ensure that an appropriate entry is made in the securities account of
     the Pledgor recording the release from pledge of such ARM Shares to the
     Pledgor.

12.  DURATION

     This Agreement is a continuing covering security and will ipso facto
     terminate only upon the unconditional and irrevocable fulfilment of all the
     Secured Obligations. In particular, this Agreement shall not terminate by
     reason solely of the fact that there may at any time be reduced obligations
     or debts owing by the Pledgor under the Second Loan Agreement.

13.  ADDITIONAL SECURITY

     This Agreement is in addition to and not in substitution for any other
     security held or hereafter to be held by Nedbank from any party in
     connection with the Secured Obligations, or otherwise and Nedbank shall,
     without prejudice to its rights hereunder, be entitled to release any such
     additional security held by it.

14.  CESSION

14.1 Nedbank shall be entitled to cede any of its rights and/or transfer the
     whole or any part of its benefit under this Agreement and/or delegate any
     of its obligations under this Agreement without the consent of the Pledgor
     to any person to whom all or a corresponding part of its rights, benefits
     or obligations
<PAGE>
                                                                        Page 20.


     under Second Loan Agreement are ceded, assigned, delegated or transferred
     in accordance with the terms of the Second Loan Agreement.

14.2 To the extent that any such cession, transfer or delegation results in a
     splitting of claims against the Pledgor, the Pledgor hereby consents to
     such splitting of claims.

15.  PLEDGOR BOUND NOTWITHSTANDING CERTAIN CIRCUMSTANCES

15.1 The Pledgor agrees that on signature hereof it will be bound in terms of
     this Agreement to the full extent thereof, despite the fact that:

15.1.1 any intended additional security from the pledgor for the Secured
     Obligations may not be obtained or protected or may be released or may
     cease to be held for any other reason;

15.1.2 Nedbank and the Pledgor may agree a variation or novation of any of the
     Secured Obligations;

15.1.3 Nedbank may grant any indulgence to the pledgor or any surety or may not
     exercise any one or more of its rights hereunder or under the Secured
     Obligations, either timeously or at all;

15.1.4 any insolvency, administration, judicial management, reorganisation,
     arrangement, readjustment of debt, dissolution, liquidation or similar
     proceedings by or against Nedbank, the Pledgor, the Pledgor or any other
     person; and
<PAGE>
                                                                        Page 21.


15.1.5 any other fact or circumstance may arise (including any act or omission
     by Nedbank) on which the Pledgor or any surety might otherwise be able to
     rely on a defence based on prejudice, waiver or estoppel.

15.2 If the Pledgor suffers any loss arising from any of the facts,
     circumstances, acts or omissions referred to above, the Pledgor will have
     no claim against Nedbank in respect thereof.

16.  ARM SHARES AND RIGHTS AND INTERESTS TO BE KEPT FREE OF ENCUMBRANCES

     The Pledgor shall at all times keep the ARM Shares and the Rights and
     Interests free of Encumbrances, (save as for such Encumbrances created or
     required to be created in terms of the Transaction Documents) and shall not
     prejudice, compromise, grant any indulgences or agree to vary the terms of
     any document creating the ARM Shares and the Rights and Interests without
     the prior written consent of Nedbank.

17.  EXEMPTION FROM LIABILITY

     Nedbank and its officers, trustees, agents, beneficiaries, employees and
     advisors shall not be liable for any loss or damage, whether direct,
     indirect, consequential or otherwise, suffered by the Pledgor arising from
     any cause in connection with this Agreement, whether the loss or damage
     results from breach of contract (whether total, fundamental or otherwise),
     delict, negligence or any other cause and whether this Agreement has been
     terminated or not, other than as a result of Nedbank's gross negligence or
     wilful misconduct.
<PAGE>
                                                                        Page 22.


18.  CERTIFICATE OF INDEBTEDNESS

     A certificate signed by any manager or director of Nedbank whose
     appointment need not be proved, reflecting the amount owing by the Pledgor
     in relation to Nedbank under the Transaction Documents and the due date for
     payment of such amounts will be prima facie evidence of the contents
     thereof.

19.  RENUNCIATION OF BENEFITS

     The Pledgor hereby renounces the legal benefits and exceptions of
     excussion, division, non numeratae pecuniae, non causa debiti, revision of
     accounts and errore calculi, the Pledgor declaring itself to be fully
     acquainted with the full meaning and effect of this renunciation.

20.  CONFIDENTIALITY

20.1 Neither Party shall issue any press release or any other public document or
     make any public statement, in each case relating to or connected with or
     arising out of the agreement or the matters contained therein (save for any
     such release, announcement or document which is required to be given, made
     or published by law or under the rules and regulations of any stock
     exchange) without obtaining the prior approval of the other Party to the
     contents thereof and the manner of its presentation and publication;
     provided that such approval shall not to be unreasonably withheld or
     delayed.

20.2 In the case of a release, announcement or document which is required to be
     given, made or published by law or under the rules and regulations of any
     stock exchange, the Party liable so to give, make or publish the same shall
     give to the other Party as much advance warning thereof as is reasonable in
     the
<PAGE>
                                                                        Page 23.


     circumstances together with drafts or a copy thereof as soon as it is at
     liberty so to do.

20.3 Each Party shall at all times keep confidential (and to ensure that its
     employees and agents shall keep confidential) any information which it has
     acquired or may acquire in relation to any of the other Party or to any
     matter arising from or in connection with this Agreement, save for any
     information:

20.3.1 which is publicly available or becomes publicly available through no act
     or default of either Party; or

20.3.2 which was in the possession of that Party prior to its disclosure
     otherwise than as a result of any breach by a Party of any obligation of
     confidentiality owed to the other Parties whether pursuant to this
     Agreement or otherwise; or

20.3.3 which is disclosed to that Party by a third party which did not acquire
     the information under an obligation of confidentiality; or

20.3.4 which is independently acquired by that Party as a result of work carried
     out by a person to whom no disclosure of such information has been made,

     and shall not use or disclose such information except:

20.3.5 with the consent of the other Party; or

20.3.6 in accordance with an order of court of competent jurisdiction; or
<PAGE>
                                                                        Page 24.


20.3.7 in order to comply with any law or governmental regulations by which
     the Party concerned is bound; or

20.3.8 where necessary for the purpose of enforcing its rights under this
     Agreement.

20.4 The provisions of this clause 20 shall survive any termination of this
     Agreement.

21.  NOTICES AND DOMICILIA

21.1 NOTICES

21.1.1 Each Party chooses the address set out opposite its name below as its
     address to which any written notice in connection with this Agreement may
     be addressed.

21.1.1.1   PLEDGOR: c/o African Rainbow Minerals Limited
                    ARM House
                    29 Impala Road
                    Chislehurston
                    SANDTON

                    Telefax No. : (011) 883 5609
                    Attention   : The Company Secretary

21.1.1.2   NEDBANK: 4th Floor, F Block
                    135 Rivonia Road
                    SANDTON
                    2196
<PAGE>
                                                                        Page 25.


                    Telefax No. : (011)294 8421
                    Attention   : Head of Specialised Finance

21.1.2 Any notice or communication required or permitted to be given in terms of
     this Agreement shall be valid and effective only if in writing but it shall
     be competent to give notice by telefax transmitted to its telefax number
     set out opposite its name above.

21.1.3 Either Party may by written notice to the other Party change its chosen
     address and/or telefax number for the purposes of clause 21.1.1 to any
     other address(es) and/or telefax number, provided that the change shall
     become effective on the 14th (fourteenth) day after the receipt of the
     notice by the addressee.

21.1.4 Any notice given in terms of this Agreement shall:

21.1.4.1 if delivered by hand be deemed to have been received by the addressee
     on the date of delivery;

21.1.4.2 if transmitted by facsimile be deemed to have been received by the
     addressee on the 1st (first) Business Day after the date of transmission,

     unless the contrary is proved.

21.1.5 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 address and/or telefax number.
<PAGE>
                                                                        Page 26.


21.2 DOMICILIA

21.2.1 Each of the Parties chooses its address set out opposite its name in
     clause 21.1 as its domicilium citandi et executandi at which documents in
     legal proceedings in connection with this Agreement may be served.

21.2.2 Either Party may by written notice to the other Party change its
     domicilium from time to time to another address, not being a post office
     box or a poste restante, in South Africa; provided that any such change
     shall only be effective on the 14th (fourteenth) day after the receipt or
     deemed receipt of the notice by the other Party pursuant to clause 21.1.4.

22.  GOVERNING LAW

     The entire provisions of this Agreement shall be governed by and construed
     in accordance with the laws of South Africa.

23.  JURISDICTION

     The Parties hereby irrevocably and unconditionally consent to the
     non-exclusive jurisdiction of the Witwatersrand Local Division of the High
     Court of South Africa (or any successor to that division) in regard to all
     matters arising from this Agreement.

24.  SEVERABILITY

     Each provision in this Agreement is severable from all others,
     notwithstanding the manner in which they may be linked together or grouped
     grammatically, and if in terms of any judgment or order, any provision,
     phrase, sentence, paragraph or clause is found to be defective or
     unenforceable for any reason, the remaining provisions,
<PAGE>
                                                                        Page 27.


     phrases, sentences, paragraphs and clauses shall nevertheless continue to
     be of full force. In particular, and without limiting the generality of the
     aforegoing, the Parties acknowledge their intention to continue to be bound
     by this Agreement notwithstanding that any provision may be found to be
     unenforceable or void or voidable, in which event the provision concerned
     shall be severed from the other provisions, each of which shall continue to
     be of full force.

25.  GENERAL

25.1 This document constitutes the sole record of the Agreement between the
     Parties in regard to the subject matter thereof.

25.2 Neither Party shall be bound by any express or implied term,
     representation, warranty, promise or the like, not recorded herein.

25.3 No addition to, variation or consensual cancellation of this Agreement and
     no extension of time, waiver or relaxation or suspension of any of the
     provisions or terms of this Agreement shall be of any force or effect
     unless in writing and signed by or on behalf of both the Parties.

25.4 No latitude, extension of time or other indulgence which may be given or
     allowed by either Party to the other Party in respect of the performance of
     any obligation hereunder or enforcement of any right arising from this
     Agreement and no single or partial exercise of any right by either Party
     shall under any circumstances be construed to be an implied consent by such
     Party or operate as a waiver or a novation of, or otherwise affect any of
     that Party's rights in terms of or arising from this Agreement or estop
     such Party from enforcing, at any time and without notice, strict and
     punctual compliance with each and every provision or term hereof.
<PAGE>
                                                                        Page 28.


25.5 The Parties undertake at all times to do all such things, to perform all
     such acts and to 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 import of this
     Agreement.

25.6 Save as is specifically provided in this Agreement no Party shall be
     entitled to cede or delegate any of its rights or obligations under this
     Agreement without the prior written consent of the other Party, which
     consent may not unreasonably be withheld or delayed.

26.  COSTS

26.1 The costs of and incidental to the negotiation, preparation and execution
     of this Agreement and the implementation of the transactions contemplated
     herein shall be paid in accordance with the terms of the First Loan
     Agreement.

26.2 All legal costs incurred by either Party in consequence of any default of
     the provisions of this Agreement by the other Party shall be payable on
     demand by the defaulting Party on the scale as between attorney and own
     client and shall include collection charges, the costs incurred by the
     non-defaulting Party in endeavouring to enforce such rights prior to the
     institution of legal proceedings and the costs incurred in connection with
     the satisfaction or enforcement of any judgement awarded in favour of the
     non-defaulting Party in relation to its rights in terms of or arising out
     of this Agreement.
<PAGE>
                                                                        Page 29.


27.  COUNTERPARTS

     This Agreement may be executed by each Party signing a separate copy
     thereof and each of the copies together shall constitute the Agreement of
     the Parties.

SIGNED at SANDTON on this the 15th day of APRIL 2005.

                                        For and on behalf of
                                        NEDBANK LIMITED (ACTING THROUGH ITS
                                        NEDBANK CAPITAL DIVISION)


                                        /s/ Kevin Ryder
                                        ----------------------------------------
                                        Name: Kevin Ryder
                                        Capacity: Authorised Signatory
                                        Who warrants his authority hereto


                                        /s/ Mark Saunders Tyler
                                        ----------------------------------------
                                        Name: Mark Saunders Tyler
                                        Capacity: Authorised Signatory
                                        Who warrants his authority hereto
<PAGE>
                                                                        Page 30.


SIGNED at SANDTON on this the 15th day of APRIL 2005.

                                        For and on behalf of
                                        NEDBANK LIMITED (ACTING THROUGH ITS
                                        NEDBANK CAPITAL DIVISION) (AS TRUSTEE
                                        OF THE PLEDGOR)


                                        /s/ Bradley Maxwell
                                        ----------------------------------------
                                        Name: Bradley Maxwell for Anton Taljaard
                                        Capacity: Authorised Signatory
                                        Who warrants his authority hereto


                                        /s/ Clive Stewart
                                        ----------------------------------------
                                        Name: Clive Stewart
                                        Capacity: Authorised Signatory
                                        Who warrants his authority hereto


SIGNED at SANDTON on this the 15th day of APRIL 2005.

                                        For and on behalf of
                                        HARMONY GOLD MINING COMPANY
                                        LIMITED (AS TRUSTEE OF THE PLEDGOR)


                                        /s/ Nomfundo Qangule
                                        ----------------------------------------
                                        Name: Nomfundo Qangule
                                        Capacity: Authorised Signatory
                                        Who warrants his authority hereto


SIGNED at SANDTON on this the 15th day of APRIL 2005.


                                        /s/ Frank Abbott
                                        ----------------------------------------
                                        FRANK ABBOTT (AS TRUSTEE OF THE PLEDGOR)
<PAGE>
                                                                        Page 31.


SIGNED at SANDTON on this the 15th day of April 2005.

                                        For and on behalf of
                                        DENEYS REITZ TRUSTEES
                                        (PROPRIETARY) LIMITED (AS TRUSTEE OF
                                        THE PLEDGOR)


                                        /s/ Lionel Charles Shawe
                                        ----------------------------------------
                                        Name: Lionel Charles Shawe
                                        Capacity: Authorised Signatory
                                        Who warrants his authority hereto