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 THE HARMONY GOLD MINING COMPANY LIMITED
 2006 SHARE PLAN
  HARMONY GOLD MINING COMPANY LIMITED
    th
   –
 ·
  in order to comply with the
 amendments to Schedule 14 of the JSE Limited Listing Requirements.  [Sch 14.1]
 ;
 and
 ·
 [ the Hilton Hotel, 138 Rivonia Road
  [ December 23 November
  ,.
 in order to comply with the amendments to Schedule 14 of the JSE Limited Listing
 Requirements.  [Sch 14.1]


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  TABLE OF CONTENTS
 PART 1 - INTRODUCTION......................................................................................................
 5
 1
 
 DEFINITIONS AND INTERPRETATION.......................................................................
 5
 2
 
 PURPOSE .................................................................................................................
 14
 PART 2 - ADMINISTRATION OF THE PLAN .........................................................................
 14
 3
 
 THE PLAN .................................................................................................................
 14
 4
 
 ADMINISTRATION OF THE PLAN.............................................................................
 14
 5
 
 ANNUAL ACCOUNTS  [Sch 14.8].............................................................................
 15 14
 6
 
 AVAILABILITY OF SHARES ......................................................................................
 15
 7
 
 FUNDING ..................................................................................................................
 15
 8
 
 MAXIMUM NUMBER OF SHARES WHICH MAY BE ACQUIRED BY 
PARTICIPANTS .........................................................................................................
 16
 PART 3 – THE PERFORMANCE SHARE METHOD..............................................................
 16
 9
 
 AWARDS  [Sch 14.1(f)].............................................................................................
 16
 10
 
 SETTLEMENT OF PERFORMANCE SHARES ..........................................................
 17
 11
 
 LIMITATIONS ON THE SETTLEMENT OF PERFORMANCE SHARES .....................
 18
 12
 
 TIME FOR THE SETTLEMENT OF PERFORMANCE SHARES.................................
 19
 13
 
 TERMINATION OF EMPLOYMENT  [Sch 14.1(h)].....................................................
 19
 14
 
 EXTENT TO WHICH PERFORMANCE SHARES UNDER AN AWARD ARE AVAILABLE FOR SETTLEMENT ON TERMINATION OF EMPLOYMENT [Sch 14.1(h)].............................................................................................................
 19
 PART 4 – THE SHARE APPRECIATION METHOD ...............................................................
 20
 15
 
 ALLOCATION   [Sch 14.1(f)]......................................................................................
 20
 16
 
 VESTING OF SHARE APPRECIATION RIGHTS .......................................................
 21


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  17
 
 CONSEQUENCES OF VESTING...............................................................................
 22
 18
 
 TERMINATION OF EMPLOYMENT  [Sch 14.1(h)].....................................................
 23
 19
 
 EXTENT TO WHICH SHARE APPRECIATION RIGHTS UNDER AN ALLOCATION ARE AVAILABLE FOR VESTING ON TERMINATION OF 
  EMPLOYMENT  [Sch 14.1(h)]...................................................................................
 24 23
 20
 
 THE GRANT  [Sch 14.1(f)]........................................................................................
 24
 21
 
 MATCHING................................................................................................................
 25
 22
 
 PERFORMANCE SHARES ........................................................................................
 26 25
 23
 
 CONSEQUENCES OF VESTING OF RESTRICTED SHARES ..................................
 26
 24
 
 TERMINATION OF EMPLOYMENT  [Sch 14.1(h)].....................................................
 27 26
 PART 6 - GENERAL ..............................................................................................................
 28 27
 25
 
 PARTICIPATION BY EXECUTIVE DIRECTORS ........................................................
 28 27
 26
 
 INSOLVENCY............................................................................................................
 28
 27
 
 POOR PERFORMANCE AND DISCIPLINARY PROCEDURES  [Sch 
14.1(h)]......................................................................................................................
 28
 28
 
 DIVIDENDS ...............................................................................................................
 28
 29
 
 FAMILY ENTITIES .....................................................................................................
 29 28
 30
 
 RIGHTS PRIOR TO SETTLEMENT ...........................................................................
 29
 31
 
 ADJUSTMENTS  [Sch 14.3]......................................................................................
 29
 32
 
 REACQUISITION  [Sch 14.3(f)].................................................................................
 30
 33
 
 TAX LIABILITY...........................................................................................................
 31 32
 34
 
 LISTINGS AND LEGAL REQUIREMENTS .................................................................
 31
 35
 
 AMENDMENT OF THE PLAN  [Sch 14.2]..................................................................
 32 31
 36
 
 STRATE.....................................................................................................................
 33 32


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  37
 
 DISPUTES.................................................................................................................
 33
 38
 
 PROFITS AND LOSSES AND TERMINATION OF THE PLAN ...................................
 33
 39
 
 DOMICILIUM AND NOTICES.....................................................................................
 34 33
 40
 
 COMPLIANCE  [Sch 14 Generally]...........................................................................
 34
 41
 
 GENERAL PROVISIONS ...........................................................................................
 35 34


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  PART 1 - INTRODUCTION
 1
 DEFINITIONS AND INTERPRETATION
 1.1
 In these Rules, unless expressly stipulated to the contrary or unless the context
 clearly indicates a contrary intention, the following words and expressions shall bear
 the following meanings (and cognate words and expressions shall bear
 corresponding meanings) -
 1.1.1
 "Act" - the Companies Act
 71 of 200861 of 1973
 , as amended or substituted;
 1.1.2
 "Allocation" – the allocation of Share Appreciation Rights to an Eligible
 Employee in terms of 15.1 (read with 15.2) and the words "allocated" and
 "allocate" shall be construed accordingly;
 1.1.3
 "Allocation Date" – the date on which the Board resolves to make an
 Allocation to an Eligible Employee; [Sch 14.13]
 1.1.4
 "Allocation Letter" – a letter containing the information specified in 15.2 sent
 by the Board to a Participant informing the Participant of the making of an
 Allocation to him;
 1.1.5
 "Allocation Price" – the price attributable to a Share Appreciation Right, being
 a price equal to the Fair Market Value of a Share on the Allocation Date;
 1.1.6
 "Any Other Plan" - any share plan or scheme approved by the members of the
 Company in general meeting (other than the Plan) which provides for the
 acquisition of, or subscription for, shares in the Company by, or on behalf of,
 employees, directors (whether executive or non-executive) or other officers of
 the members of the Group; provided that such plan or scheme is in operation;
 1.1.7
 "Applicable Laws" – in relation to any person or entity, all and any -
 1.1.7.1
 statutes, subordinate legislation and common law;
 1.1.7.2
 regulations;
 1.1.7.3
 ordinances and by-laws;
 1.1.7.4
 accounting standards;
 1.1.7.5
 directives, codes of practice, circulars, guidance notices, judgments and
 decisions of any competent authority,
 compliance with which is mandatory for that person or entity;
 1.1.8
 “Auditors” – the registered auditors of the Company from time to time;
 1.1.9
 "Award" - the award to an Eligible Employee of Performance Shares in terms
 of 9.1 (read with 9.2) and the word "awarded" shall be construed accordingly;


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 _____________________________________________________________________________________________
 1.1.10
 "Award Date" – the date on which the Board resolves to make an Award to an
 Eligible Employee;   [Sch 14.13]
 1.1.11
 "Award Letter" – a letter containing the information specified in 9.2 sent by the
 Board to a Participant informing the Participant of the Award to him;
 1.1.12
 "Board" - the board of directors for the time being of the Company, acting
 either through itself, through any committee of its members appointed by it from
 time to time and/or through the Secretary, whichever is charged by the Board
 with the administration of the Plan;
 1.1.13
 “Business Day”  – any day on which the JSE is open for the transaction of
 business;
 1.1.14
 "Change of Control" – means all circumstances where a party (or parties
 acting in concert), directly or indirectly, obtains -
 1.1.14.1
 beneficial ownership of the specified percentage or more of the
 Company's issued Shares; or
 1.1.14.2
 control of the specified percentage or more of the voting rights at
 meetings of the Company; or
 1.1.14.3
 the right to control the management of the Company or the composition
 of the Board; or
 1.1.14.4
 the right to appoint or remove directors holding a majority of voting rights
 at Board meetings; or
 1.1.14.5
 the approval by the Company's shareholders of, or the consummation of,
 a merger or consolidation of the Company with any other business or
 entity, or upon a sale of the whole or a major part of the Company's
 assets or undertaking.
 For the purposes of this 1.1.14 the expression "specified percentage" shall
 bear the meaning assigned to it from time to time in the
 Takeover Regulations
 Code
 read with the Act, presently being 35%;
 1.1.15
 "Code" – the Securities Regulation Code and Rules of the Securities Regulation
 Panel, promulgated under section 440C of the Act;
 1.1.161.1.15
 "Company" – Harmony Gold Mining Company Limited (registration number
 1950/038232/06), a company incorporated in accordance with the laws of the
 RSA;
 1.1.171.1.16
 "Date of Termination of Employment" – the date upon which a Participant is
 no longer employed by, or ceases to hold salaried office in, any Employer


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 _____________________________________________________________________________________________
 Company; provided that, where a Participant's employment is terminated
 without notice or on terms in lieu of notice, the Date of Termination of
 Employment shall be deemed to occur on the date on which the termination
 takes effect, and where such employment is terminated with notice, the Date of
 Termination of Employment shall be deemed to occur upon the date on which
 that notice expires;
 1.1.181.1.17
 “Dismissal based on Operational Requirements” – the retrenchment of a
 Participant based on the Employer Company’s economic, technological,
 structural or similar needs;
 1.1.191.1.18
 "Eligible Employee" – a person eligible for participation in the Plan, namely a
 senior employee of any member of the Group, including any present or future
 director holding salaried employment or office which employee shall be
 selected by the Board from time to time in its discretion (subject to the proviso
 that no person may participate in a decision affecting his own rights or
 obligations in terms of the Scheme), but excluding any non-executive director;
 [Sch 14.1(a)]
 1.1.201.1.19
 “Employee” – any person holding full-time salaried employment or office
 (including any executive director) of any Employer Company; [Sch 14.1(a)]
 1.1.211.1.20
 "Employer Company" – that member of the Group that is
 (or was, in relation to
 a Retired
  )
 the employer of a particular Participant; [Sch
 14.1(a)]
 1.1.21
 "Executive Manager" means a Participant who is an executive manager
 within the Group as at his/her Retirement Date;
 1.1.22
 "Fair Market Value" – in relation to a Share on any particular day, shall be the
 volume weighted average price of a Share on the JSE over either (a) the
 twenty Trading Days immediately prior to the day in question; (b) such shorter
 period, being less than twenty Trading Days immediately prior to the day in
 question, as the Board may determine;
 1.1.23
 "Family Company" – any company or close corporation, the entire issued
 share capital or member's interest of which is held and beneficially owned by all
 or any of a Participant, his lawful spouse, his lawful children and/or his Family
 Trust; [Sch 14.1(a)]
 1.1.24
 "Family Entity" - a Family Company or a Family Trust; [Sch 14.1(a)]
 1.1.25
 "Family Trust" – a trust constituted solely for the benefit of all or any of a
 Participant, his lawful spouse and/or his lawful children; [Sch 14.1(a)]
 1.1.26
 “Fault Termination” - the termination of employment of a Participant by the


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  Group by reason of -
 1.1.26.1
 misconduct;
 1.1.26.2
 poor performance; or
 1.1.26.3
 resignation by the Participant. [Sch 14.1(h)]
 1.1.27
 "Full Performance Criteria" – the Performance Criteria set at the level at
 which, if met, would indicate exceptional performance over any given period;
 1.1.28
 “Grant” – the grant to an Eligible Employee to participate in the Restricted
 Share Method;
 1.1.29
 “Grant Date” – the date on which a Grant is made to an Eligible Employee;
 [Sch 14.13]
 1.1.30
 “Grant Letter” – a letter containing the information specified in 20.2 sent by
 the Board to an Eligible Employee informing the Eligible Employee of the Grant
 and its terms;
 1.1.31
 "Group" - the Company and any other company, body corporate or other
 undertaking which is or would be deemed to be a subsidiary of the Company in
 terms of the Act, and the expression "member of the Group" shall be
 construed accordingly;  [Sch 14.1(a)]
 1.1.32
 "Implementation Date" – in relation to a Change of Control, the date upon
 which such Change of Control becomes effective;
 1.1.33
 "JSE" - a company duly registered and incorporated with limited liability under
 the company laws of the Republic of South Africa with registration number
 2005/022939/06, licensed as an exchange under the Securities Services Act,
 2004, or its successor;
 1.1.34
 "LRA" – the Labour Relations Act 66 of 1995, as amended or substituted;
 1.1.35
 “Matching Award” – a conditional award of Performance Shares or Restricted
 Shares made to a Participant under clauses 21.1.2, or 23.4.3;
 1.1.36
 “Matching Award Ratio” – the ratio of Performance Shares or further
 Restricted Shares matched by the Company in respect of every Restricted
 Share;
 1.1.37
 "Maximum Period" –in relation to Share Appreciation Rights and Restricted
 Shares, the period commencing on an Allocation Date or Grant Date and
 expiring on the earlier of either (a) on the sixth anniversary of that Allocation
 Date or Grant Date; or (b) in the case of Share Appreciation Rights or


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  Restricted Shares vesting in a Participant pursuant to his employment being
 terminated for any reason contemplated in 18 or 24, 12 months after the Date
 of Termination of Employment; provided that -
 1.1.37.1
 the Board shall extend the Maximum Period on written notice to
 Participants if and to the extent necessary to take account of the fact that
 the last day of the Maximum Period falls on a date on which, or during a
 period in which, -
 1.1.37.1.1
 by virtue of any Applicable Law or any policy of the Group (including any
 corporate governance policy) it is not permissible to Settle a Share
 Appreciation Right; or
 1.1.37.1.2
 by virtue of any Applicable Law or any policy of the Group (including any
 corporate governance policy) a Participant would be precluded from
 receiving or otherwise dealing/trading in Shares; or
 1.1.37.1.3
 the Board may, in its sole discretion, extend the Maximum Period on
 written notice to Participants if and to the extent necessary to take account
 of the fact that any category of Participants has, in any 12 month period
 preceding the last day of the Maximum Period, been precluded from
 receiving or otherwise dealing/trading in Shares for five or more months;
 1.1.38
 “No Fault Termination” – the termination of employment of a Participant by the
 Group by reason of -
 1.1.38.1
 death;
 1.1.38.2
 injury, disability or ill-health, in each case as certified by a qualified
 medical practitioner nominated by the relevant Employer Company;
 1.1.38.3
 Dismissal based on Operational Requirements as contemplated in the
 LRA;
 1.1.38.4
 retirement on or after his Retirement Date;
 1.1.38.5
 the company by which he is employed ceasing to be a member of the
 Group;
 1.1.38.6
 mutual agreement; or
 1.1.38.7
 the undertaking in which he is employed being transferred to a
 transferee which is not a member of the Group; [Sch 14.1(h)]
 1.1.39
 "Participant" – in the case of -
 1.1.39.1
 the Performance Share Method, an Eligible Employee to whom an
 Award has been made and who has accepted same in terms of 9.6;


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 _____________________________________________________________________________________________
          [Sch 14.1(a)]
  Performance Criteria
    Performance Share Method
   Performance Shares
    Plan
     Restricted Shares
   Restricted Share Method
   "Retired
 Executive Manager
 " meansa
 n Executive Manager
 who
 retired in
 accordance with clause
  ,
  and/or
  ;
  Retirement Date
    RSA
  Rules
  Secretary
  Settled


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 _____________________________________________________________________________________________
 a Participant; or
 1.1.51.2
 if the Company so elects at any time prior to the Vesting Date, the
 procuring by the Company of the transfer of such Share by an Employer
 Company into the name of a Participant through the acquisition thereof
 on behalf of a Participant or otherwise,
 and the words "Settlement" and "Settle" shall be construed accordingly.  It is
 recorded that any Shares which have been Settled to a Participant in terms of
 this Plan shall rank pari passu with Shares in all respects; [Sch 14.9(c)]  [Sch
 14.1(e)]
 1.1.52
 "Shares" - ordinary shares
 in the capital of the Company (or such other class of
 shares as may represent the same as a result of any reorganisation,
 reconstruction or other variation of the share capital of the Company to which
 the provisions of the Plan may apply from time to time); of a par value of R0.50
 each in the capital of the Company (or such other class of shares as may
 represent the same as a result of any reorganisation, reconstruction or other
 variation of the share capital of the Company to which the provisions of the
 Plan may apply from time to time);
 1.1.53
 "Share Appreciation Method" – the method of participation in this Plan
 detailed in Part 4 of these Rules;
 1.1.54
 "Share Appreciation Right" – a Share Appreciation Right awarded to an
 Eligible Employee in terms of 15.1 (read with 15.2).  For the avoidance of doubt
 it is recorded that Share Appreciation Rights do not constitute equity in the
 Company;
 1.1.55
 "Takeover Regulations" – the regulations on Takeovers prescribed by the
 Takeover Regulation Panel under the Act;
 1.1.56
 "Target Performance Criteria" – the Performance Criteria set at the level at
 which performance is expected over any given period;
 1.1.57
 "Tax -any present or future tax or other charge of any kind or nature
 whatsoever imposed, levied, collected, withheld or assessed by any competent
 authority, and includes all income tax (whether based on or measured by
 income/revenue or profit or gain of any nature or kind or otherwise and whether
 levied under the Tax Act or otherwise), capital gains tax, value-added tax and
 any charge in the nature of taxation, and any interest, penalty, fine or other
 payment on, or in respect thereof but specifically excluding issue duty, stamp
 duty, marketable securities tax and uncertificated securities tax;
 1.1.58
 "Tax Act" - the Income Tax Act 58 of 1962, as amended or substituted;


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  1.1.59
 “Threshold Performance Criteria” – the point at which the application of the
 Performance Criteria is deemed to be insufficient to justify the vesting of any
 Performance Shares;
 1.1.60
 "Trading Day" – any day on which the Shares are capable of being traded on
 the JSE;
 1.1.61
 "Vesting Date" - in relation to:
 1.1.61.1
 an Award, the date on which Performance Shares shall be Settled to a
 Participant as described in 10, which date shall, subject to 10, 13 and 25,
 be three years from the Award Date;
 1.1.61.2
 an Allocation, the date from which Share Appreciation Rights vest and
 may be exercised by Participants as described in 16, which date shall,
 subject to 16, 24, 25 and the required Performance Criteria having been
 met, be the following:
 1.1.61.2.1
 one third of the Allocation on the third anniversary of the Allocation Date;
 1.1.61.2.2
 a second third of the Allocation on the fourth anniversary of the Allocation
 Date; and
 1.1.61.2.3
 the final third of the Allocation on the fifth anniversary of the Allocation
 Date;
 1.1.61.3
 a Grant, the date from which Restricted Shares may be exercised by
 Participants as described in 23, which date shall, subject to 24 and 25,
 be at least three years from the Grant Date;
 provided that if any of the above dates falls on a date which, or during a period in
 which, -
 1.1.61.4
 by virtue of any Applicable Law or any policy of the Group (including any
 corporate governance policy) it is not permissible to Settle Shares to a
 Participant; or
 1.1.61.5
 by virtue of any Applicable Law or any policy of the Group (including any
 corporate governance policy) it is not permissible for a Participant to
 receive or otherwise deal/trade in Shares,
 the Vesting Date shall be the fifth Trading Day after the date on which it
 becomes permissible to Settle Shares to a Participant and/or for the Participant
 to receive or deal/trade in Shares (as the case may be);
 1.1.62
 In these Rules -
 1.1.63
 clause headings are used for convenience only and shall be ignored in its


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  interpretation;
 1.1.64
 unless the context clearly indicates a contrary intention, an expression which
 denotes -
 1.1.64.1
 any gender includes the other genders;
 1.1.64.2
 a natural person includes an artificial person (whether corporate or
 unincorporate) and vice versa;
 1.1.64.3
 the singular includes the plural and vice versa;
 1.1.65
 unless the context clearly indicates a contrary intention, words and expressions
 defined in the Act shall bear the meanings therein assigned to them;
 1.1.66
 any reference to any statute shall be to that statute, as amended from time to
 time and to any statutory substitution of that statute; and
 1.1.67
 the use of the word "including" or "includes" or "include" followed by a
 specific example shall not be construed as limiting the meaning of the general
 wording preceding it and the eiusdem generis rule shall not be applied in the
 interpretation of such general wording or such specific example/s;
 1.1.68
 the word "reacquired" when used in relation to an Allocation, an Award, a
 Grant, Performance Shares, Share Appreciation Rights or Restricted Shares
 shall mean the acquisition and/or cancellation of such Allocation, Award, Grant,
 Performance Shares, Share Appreciation Rights or Restricted Shares (as the
 case may be) from a Participant by or on behalf of the Company (whichever
 Allocated the Share Appreciation Rights, Awarded the Performance Shares or
 made the Grant of Restricted Shares, as the case may be) for, where
 applicable, a total consideration at par value;
 1.1.69
 the words "vest", "vesting" and "vested" when used in relation to:
 1.1.69.1
 a Performance Share shall mean that such Performance Share shall
 become exercisable in accordance with 10;
 1.1.69.2
 a Share Appreciation Right shall mean that such Share Appreciation
 Right shall become exercisable in accordance with 16;
 1.1.69.3
 a Restricted Share shall mean that such Restricted Share shall become
 exercisable in accordance with 23;
 1.1.70
 a Participant who ceases to be employed by an Employer Company on the
 basis that he is -
 1.1.70.1
 immediately thereafter employed by another Employer Company;
 1.1.70.2
 thereafter re-employed by such Employer Company pursuant to it being


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  determined that his employment was terminated on a basis which was
 not lawful in terms of the LRA;
 shall be deemed not to have terminated his employment for the purposes of the
 Plan and his rights shall be deemed to be unaffected; [Sch 14.1(h)]
 1.1.71
 a Participant who is a director of any Employer Company who retires and/or
 resigns on the basis that he is immediately re-elected in accordance with the
 articles of association or other constitutional documents of that Employer
 Company shall be deemed not to have terminated his employment with that
 Employer Company. [Sch 14.1(h)]
 1.2
 If any provision in 1.1 is a substantive provision conferring any right or imposing any
 obligation on anyone, effect shall be given to it as if it were a substantive provision
 in the body of these Rules.
 1.3
 When any number of days is prescribed in these Rules, same shall be reckoned
 exclusively of the first and inclusively of the last day unless the last day falls on a
 Saturday, Sunday or official public holiday, in which case the last day shall be the
 next succeeding day which is not a Saturday, Sunday or official public holiday.
 2
 PURPOSE
 The purpose of the Plan shall be to attract, retain, motivate and reward Eligible Employees
 who are able to influence the performance of the Group, on a basis which aligns their
 interests with those of the Company's shareowners. [Sch 14 Introduction]
 PART 2 - ADMINISTRATION OF THE PLAN
 3
 THE PLAN
 The Plan is hereby constituted, which Plan shall be administered for the purpose and in
 the manner set out in these Rules.
 4
 ADMINISTRATION OF THE PLAN
 4.1
 The Board is responsible for the operation and administration of the Plan, and has
 discretion to decide whether and on what basis the Plan shall be operated.
 4.2
 Subject to the provisions of the Plan and to the approval of the Board, the Board
 shall be entitled to make and establish such rules and regulations, and to amend the
 same from time to time, as they may deem necessary or expedient for the proper
 implementation and administration of the Plan.


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  5
 ANNUAL ACCOUNTS [Sch 14.8]
 The Board shall ensure that a summary appears in the annual financial statements of
 the Company of the number of Shares conditionally Awarded, Allocated or Granted to
 Participants in terms of Awards, Allocations or Grants, the number of Shares that may
 be utilised for the purposes of this Plan, any changes in such numbers during the
 financial year under review, the number of Shares held by any Employer Company
 which may be acquired by Eligible Employees and the number of Shares then under
 the control of the Board for Settlement to Participants in terms of this Plan.
 6
 AVAILABILITY OF SHARES
 The Company shall:
 6.1
 at all times reserve and keep available, free from pre-emptive rights, out of its
 authorised but unissued share capital, such number of Shares as may be required
 to enable the Company to fulfil its obligations to Settle Shares to Participants;
 6.2
 ensure that Shares may only be issued or purchased for purposes of the Plan once
 a Participant (or group of Participants) to whom they will be Granted or Awarded has
 been formally identified.  [Sch 14.9(a)]
 6.3
 ensure that Shares held for purposes of the Plan will not have their votes at
 general/annual general meetings taken into account for the purposes of resolutions
 proposed in terms of the JSE Listings Requirements or for purposes of determining
 categorisations as detailed in Section 9 of the JSE Listings Requirements.  [Sch
 14.10]
 7
 FUNDING
 7.1
 Other than any Tax/Social Liability as defined in 33.1, the consideration for Shares
 (if any) acquired under the Plan, the costs incurred in the acquisition thereof, any
 administration or other expenses or administration fees properly incurred by or on
 behalf of the Company in order to give effect to the Plan and any duties payable
 upon the Settlement of Shares to Participants including issue duty, stamp duty,
 marketable securities tax and uncertificated securities tax (all of the aforegoing
 costs, expenses and duties hereinafter referred to as "Participation Costs") shall
 be funded, as the Board may from time to time direct.
 7.2
 The Company may recover from each Employer Company such Participation Costs
 as may be attributable to the participation of any of its employees in the Plan.
 7.3
 Notwithstanding the provisions of 7.2, the Company shall procure, if applicable, that


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  the relevant Employer Company shall -
 7.3.1
 bear all costs of and incidental to the implementation and administration of the
 Plan and shall, as and when necessary, provide all requisite funds and facilities
 for that purpose;
 7.3.2
 provide all secretarial, accounting, administrative, legal and financial advice
 and services, office accommodation, stationery and so forth for the purposes of
 the Plan;
 8
 MAXIMUM NUMBER OF SHARES WHICH MAY BE ACQUIRED BY PARTICIPANTS
 8.1
 Subject to 8.3 and the prior approval, if required, of any securities exchange on
 which Shares are listed, the prior authority of the shareholders of the Company in
 general meeting shall be required if the aggregate number of Shares which may be
 acquired by Participants under the Plan together with Any Other Plan is to exceed
 60 011 669 Shares.
 [Sch 14.1(b)]
 8.2
 Subject to 8.3 and the prior approval, if required, of any securities exchange on
 which Shares are listed, the prior authority of the Shareholders of the Company in
 general meeting shall be required if the aggregate number of Shares that may be
 acquired by any one Participant in terms of the Plan together with Any Other Plan is
 to exceed 2 100 000 Shares.   [Sch 14.1(c)]
 8.3
 In the determination of the number of Shares which may be acquired by Participants
 in terms of 8.1 and 8.2, Shares shall not be taken into account, which have been
 purchased through the JSE.  [Sch 14.9(c)]  [Sch 14.12)]
 8.4
 The number of Shares referred to in 8.1 and 8.2 shall be increased or reduced in
 direct proportion to any adjustment in the Company's issued share capital as
 provided for in 31.   [Sch 14.3(a)]
 PART 3 – THE PERFORMANCE SHARE METHOD
 9
 AWARDS [Sch 14.1(f)]
 9.1
 The Board may, in its sole and absolute discretion, resolve to make Awards to
 Eligible Employees.
 9.2
 The Board shall, as soon as reasonably practicable on or after the Award Date,
 notify the Eligible Employee of the Award in an Award Letter.  The Award Letter
 shall be in the form as prescribed by the Board from time to time and shall specify -
 9.2.1
 the maximum number of Performance Shares conditionally awarded to the
 Eligible Employee or the formula by which such number may be determined;


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  9.2.2
 the Award Date;
 9.2.3
 the Vesting Date;
 9.2.4
 the Performance Criteria imposed by the Board for the purpose of 11.1, which
 must be satisfied before the Settlement of any Performance Shares under an
 Award to the Participant and the manner in which the number of Performance
 Shares referred to in 9.2.1 shall be adjusted if the Performance Criteria are not
 satisfied (whether in whole or in part);
 9.2.5
 the Threshold Performance Criteria, the Target Performance Criteria and the
 Full Performance Criteria;
 9.2.6
 the provisions of 32 and 33.2.
 9.2.7
 a stipulation that the Award is subject to the provisions of these Rules;
 9.2.8
 where a copy of the Rules might be obtained from for perusal; and
 9.2.9
 provision for signed acceptance by the Participant.
 9.3
 Subject to 13.1 and 28, an Award is (and Performance Shares are) personal to a
 Participant and shall not be capable of being ceded, assigned, transferred or
 otherwise disposed of or encumbered by a Participant.
 9.4
 There shall be no consideration payable for the Award. [Sch 14.1(d)]
 9.5
 Subject to 28, a Participant shall not be entitled to any dividends (or other
 distributions made) and shall have no right to vote in respect of Performance Shares
 awarded to him in his Award, unless and until the Performance Shares under his
 Award are Settled to him in accordance with the provisions of this Plan. [Sch
 14.1(e)]  [Sch 14.10]
 9.6
 Acceptance by an Eligible Employee of an Award shall be communicated to the
 Board by the signature and return of the Award Letter, by not later than thirty days
 after the date of delivery of the relevant Award Letter to such Eligible Employee. An
 Award which is not accepted by an Eligible Employee as aforesaid shall
 automatically be deemed to have been reacquired, subject to re-instatement or
 extension by the Board in its discretion.
 9.7
 An Award may be reacquired at any time after the date of acceptance thereof in
 terms of 9.6 if the Board and Participants so agree in writing.
 10
 SETTLEMENT OF PERFORMANCE SHARES
 10.1
 The Board shall meet before the Vesting Date in respect of an Award in order to
 assess the extent to which the Performance Criteria imposed on the Award have
 been satisfied.


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  10.2
 On the Vesting Date in respect of an Award, if and to the extent the Board has
 determined that the Performance Criteria imposed on the Award have been
 satisfied, and subject to 10.3, 12 and 33, the number of Performance Shares
 available to be Settled to a Participant under the Award determined in accordance
 with 11 and/or 14 (if applicable) shall be Settled to the Participant.
 10.3
 Notwithstanding 10.2, -
 10.3.1
 the Participant shall pay, in such manner as the Board may from time to time
 prescribe, any such additional amount of which the Board may notify the
 Participant in respect of any deduction on account of Tax as may be required
 by Applicable Laws which may arise on the Settlement of Performance Shares
 to him;
 10.3.2
 the Company may, on the Vesting Date, discharge, in whole or in part, its
 obligation to Settle Performance Shares by paying, or procuring the payment
 by the relevant Employer Company, to the Participant a cash bonus equal to
 the Fair Market Value of the Shares to which a Participant becomes entitled in
 terms of 10.2, calculated on the Vesting Date.
 11
 LIMITATIONS ON THE SETTLEMENT OF PERFORMANCE SHARES
 11.1
 If the Board determines that the:
 11.1.1
 Threshold Performance Criteria have not been exceeded, then in such event
 the Award available for vesting shall not vest in or be Settled to the Participant,
 and shall be reacquired;
 11.1.2
 Threshold Performance Criteria have been exceeded, but the Performance
 Criteria do not meet the Full Performance Criteria, the number of Performance
 Shares to be Settled to a Participant shall be adjusted downward in the manner
 set out in the Award Letter; and
 11.1.3
 Full Performance Criteria have been met or exceeded, the total number of
 Performance Shares available to be Settled to a Participant shall be so Settled.
 11.2
 Although the extent to which the Performance Shares under an Award may be
 Settled to a Participant shall be conditional on, inter alia, the Board being satisfied
 that such Performance Criteria as imposed by the Board on the Award Date in
 accordance with 9.2 have been fulfilled, the Board may waive such Performance
 Criteria if they consider in their absolute discretion that there are exceptional
 circumstances which would justify such a waiver.
 11.3
 Notwithstanding any other provision of these Rules, the Board shall, in its sole and
 absolute discretion, be entitled to amend the Performance Criteria contained in an
 Award Letter to take account of any change in circumstances which render such


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 _____________________________________________________________________________________________
 Performance Criteria inappropriate or inapplicable; provided that no such
 amendment shall disadvantage and/or prejudice any Participant.
 12
 TIME FOR THE SETTLEMENT OF PERFORMANCE SHARES
 Subject to 11, Performance Shares under an Award may only be Settled on their
 Vesting Date.  Any Award in respect of which Performance Shares are not so Settled
 shall be deemed to have been reacquired.
 13
 TERMINATION OF EMPLOYMENT [Sch 14.1(h)]
 13.1
 subject to clause
 s
 1.1.70
  13.2, if a Participant ceases to be employed by the
 Group by reason of a No Fault Termination
   prior to the vesting of his Performance Shares, the Performance Shares
 available to be Settled to him under an Award in terms of 14 shall be so Settled to
 him on the Date of Termination of Employment
   , unless the Board determines
 otherwise.  Any Award in respect of which Performance Shares are not so Settled
 shall be deemed to have been reacquired.
 13.113.2
 Notwithstanding clause
 s
 13.1
 or
 14
 ,
 in the case of
 an Executive Manager
 whose
 acceptance date of any Award was on or after
  , the
 Executive
 Manager
 's rights in terms of clause
 13.1
 will not be affected by reason of his
 retirement upon reaching the Retirement Date and he shall continue to have all of
 the rights, and be subject to all of the obligations of a Participant in terms of the
 Plan, save that he shall not be entitled to receive any further Awards. Consequently,
 the Performance Shares available to be Settled to him under an Award
  on or
 after
  , shall be Settled to him on the
  Vesting Date despite
 that the
 Executive Manager
 ceases to be employed by the Group.
 13.213.3
 Subject to clause
 1.1.67
 1.1.70, if a Participant ceases to be employed by the Group
 by reason of a Fault Termination, his Award shall be deemed to have been
 reacquired unless the Board determines otherwise, in which case the Performance
 Shares available to be Settled to him as determined by the Board shall be so Settled
 on the Date of Termination of Employment.
 14
 EXTENT TO WHICH PERFORMANCE SHARES UNDER AN AWARD ARE
 AVAILABLE FOR SETTLEMENT ON TERMINATION OF EMPLOYMENT [Sch
 14.1(h)]
 14.1
 Subject to adjustment in terms of 14.2, if pursuant to 13, Performance Shares may
 be Settled to a Participant under his Award, the maximum number of Performance
 Shares which may be Settled to him is to be calculated in accordance with the


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  following formula (rounded down to the nearest whole Share), unless the Board in
 its sole discretion, permit him to acquire a greater number of Shares -
 C
 B
 A
 where -
 A
 =
 the number of Performance Shares originally
 conditionally awarded to him in the Award;
 B
 =
 the lesser of (a) number of completed calendar months
 which have elapsed from the Award Date to the Date of
 Termination of Employment; and (b) 36 calendar
 months; and
 C
 =
 36 calendar months.
 14.2
 The maximum number of Performance Shares to be Settled to a Participant in
 accordance with 14.1 shall be adjusted as if the Group had met only the Target
 Performance Criteria.
 PART 4 – THE SHARE APPRECIATION METHOD
 15
 ALLOCATION [Sch
 14.1(f)]
 15.1
 The Board may, in its sole and absolute discretion, resolve to allocate Share
 Appreciation Rights to Eligible Employees.
 15.2
 The Board shall, as soon as reasonably practicable on or after the Allocation Date,
 notify the Eligible Employees of the Allocation by them in an Allocation Letter.  The
 Allocation Letter shall be in the form prescribed by the Board and shall specify -
 15.2.1
 the number of Share Appreciation Rights allocated to the Participant;
 15.2.2
 the Allocation Price per Share Appreciation Right;
 15.2.3
 the Allocation Date;
 15.2.4
 the Vesting Date;
 15.2.5
 the Performance Criteria imposed by the Board which must be satisfied before
 the vesting or Settlement of any Share Appreciation Rights under an Allocation


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  to the Participant and the manner in which the awarded number of Share
 Appreciation Rights shall be adjusted if the Performance Criteria are not
 satisfied (whether in whole or in part);
 15.2.6
 the provisions of 32 and 33.2;
 15.2.7
 a stipulation that the Allocation is subject to the provisions of these Rules;
 15.2.8
 where a copy of the Rules might be obtained from for perusal; and
 15.2.9
 provision for signed acceptance by the Participant.
 15.3
 Subject to 18.1 and 28, an Allocation is (and Share Appreciation Rights are)
 personal to a Participant and shall not be capable of being ceded, assigned,
 transferred or otherwise disposed of or encumbered by a Participant.
 15.4
 There shall be no consideration payable for an Allocation. [Sch 14.1(d)]
 15.5
 Subject to 28, a Participant shall not be entitled to any dividends (or other
 distributions made) and shall have no right to vote in respect of Share Appreciation
 Rights allocated to him, unless and until the Share Appreciation Rights under his
 Allocation are Settled to him in accordance with the provisions of this Plan. [Sch
 14.1(e)] [Sch 14.10]
 15.6
 Acceptance by an Eligible Employee of an Allocation shall be communicated to the
 Board, in writing in such form as the Board may from time to time prescribe, by not
 later than thirty days after the date of delivery of the relevant Allocation to such
 Eligible Employee.  An Allocation which is not accepted by an Eligible Employee as
 aforesaid shall automatically be deemed to have been reacquired, subject to
 re-instatement or extension by the Board in its discretion.
 15.7
 An Allocation may be reacquired at any time after the date of acceptance thereof in
 terms of 15.6 if the Board and Participants so agree in writing.
 16
 VESTING OF SHARE APPRECIATION RIGHTS
 16.1
 On the Vesting Date in respect of an Allocation, and subject to the relevant
 Performance Criteria having been met, 16.3 and 33, the number of Share
 Appreciation Rights available for vesting under the Allocation shall vest in a
 Participant.
 16.2
 If the relevant Performance Criteria in respect of any Allocation have not been met,
 the Share Appreciation Rights available for vesting shall not vest in a Participant,
 but shall be postponed to the following anniversary of the Allocation Date, and so
 forth, until the Performance Criteria are met (in which event vesting will then occur),
 or the Maximum Period is reached, whichever occurs first.  Any Share Appreciation
 Rights which have not vested as at the Maximum Date shall be reacquired.


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  16.3
 Notwithstanding 16.1 the Participant shall pay in such manner as the Board may
 from time to time prescribe any such additional amount of which the Board may
 notify the Participant in respect of any deduction on account of Tax as may be
 required by Applicable Laws which may arise on the vesting of Share Appreciation
 Rights in him.
 17
 CONSEQUENCES OF VESTING
 17.1
 A Participant shall be entitled, on or after the vesting thereof but prior to the
 Maximum Date, and by giving written notices to that effect to the Company (each an
 "Exercise Notice"), to apply to the Board to exercise one or more of such Share
 Appreciation Rights.  Subject to Board approval, which shall not be unreasonably
 withheld, the Participant shall, in respect of each Share Appreciation Right
 exercised and approved as aforesaid, receive, and be Settled, such number of
 Shares as is calculated in accordance with 17.4.
 17.2
 If a Participant elects not to exercise any Share Appreciation Rights on or after the
 vesting thereof, then Settlement shall not take place, and the provisions of 15.3,
 15.4, 15.5, 27 and 30 shall continue to apply.
 17.3
 Subject to 18 and 25, on the expiry of the Maximum Period in respect of any Share
 Appreciation Rights, such Share Appreciation Rights as have vested in a
 Participant, but have not yet been exercised by the Participant, shall automatically
 be Settled.
 17.4
 A Participant shall, in respect of each Share Appreciation Right exercised in
 accordance with the provisions of this 17, be entitled to be Settled with such number
 of Shares as is equal to A where A is calculated in accordance with the following
 formula -
 B
 C)
 (B -
 A =
 where -
 A
 =
 the number of Shares to which a Participant is entitled in
 respect of each Share Appreciation Right which has
 been exercised or is deemed to have been exercised in
 terms of 17;
 B
 =
 the Fair Market Value of a Share on the date on which
 such Share Appreciation Right is exercised or is
 deemed to have been exercised in terms of 17;
 C
 =
 the Allocation Price of such Share Appreciation Right;


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 _____________________________________________________________________________________________
 17.5
 Notwithstanding 17.4, the Board may, in whole or in part, discharge its obligation to
 Settle a Share Appreciation Right on the exercise thereof, by paying, or procuring
 the payment by the relevant Employer Company, to the Participant a cash bonus
 equal to the Fair Market Value of Shares to which a Participant is entitled in terms of
 17.4.
 18
 TERMINATION OF EMPLOYMENT [Sch 14.1(h)]
 18.1
 Subject to clause
 s
 1.1.70
 and
 18.2, if a Participant ceases to be employed by the
 Group by reason of a No Fault Termination
 or upon the death of a Retired Executive
 Manager
 :
 18.1.1
 prior to the vesting of his Share Appreciation Rights, the Share Appreciation
 Rights available to vest in him under an Allocation in terms of 19, shall be so
 vested and then Settled to him on the Date of Termination of Employment
 or on
 the date of death of the Retired Executive Manager (whichever is applicable)
 ,
 unless the Board determines otherwise; or
 18.1.2
 after the vesting, but prior to the exercise by him of his Share Appreciation
 Rights, the Share Appreciation Rights available to be exercised shall
 automatically be deemed to be exercised and Settled to him on the Date of
 Termination of Employment
 or on the date of death of the Retired Executive
 Manager (whichever is applicable)
 , unless the Board determines otherwise.
 18.2
 Notwithstanding clause
 s
 18.1
 or
 19
 , in the case of a
 n Executive Manager
 whose
 acceptance date of any Allocation was on or after
 23 November 2015
 , the
 Executive
 Manager's
 rights in terms of clause
 18.1
 will not be affected by reason of his
 retirement upon reaching the Retirement Date and he shall continue to have all of
 the rights, and be subject to all of the obligations of a Participant in terms of the
 Plan, save that he shall not be entitled to receive any further Allocations.
 Consequently, the Share Appreciation Rights available to be Settled to him under an
 Allocation
 made
 on or after
 23 November 2015
 , shall be Settled to him on the
 normal
 Vesting Date despite that the
 Executive Manager
 ceases to be employed by
 the Group.
 18.3
 Any Allocation in respect of which Share Appreciation Rights are not so Settled shall
 be deemed to have been reacquired;
 18.4
 Subject to 1.1.70, if a Participant ceases to be employed by the Group by reason of
 a Fault Termination, his Allocation (whether prior to or after vesting) shall be
 deemed to have been reacquired, unless the Board determines otherwise, in which
 case the Share Appreciation Rights available to be Settled to him as determined by


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  the Board shall be so Settled on the Date of Termination of Employment.
 19
 EXTENT TO WHICH SHARE APPRECIATION RIGHTS UNDER AN ALLOCATION
 ARE AVAILABLE FOR VESTING ON TERMINATION OF EMPLOYMENT
 [Sch
 14.1(h)]
 If pursuant to 18.1, Share Appreciation Rights vest in a Participant (or any other person
 or entity) under his Allocation, the maximum number of Share Appreciation Rights
 which may vest and be Settled to a Participant is to be calculated in accordance with
 the formula in 17.4 (rounded down to the nearest whole Share Appreciation Right),
 PART 5 – THE RESTRICTED SHARE METHOD
 20
 THE GRANT [Sch 14.1(f)]
 20.1
 The Board may, in its sole and absolute discretion, select any Eligible Employee for
 participation in the Restricted Share Method, and may make a Grant to such Eligible
 Employee as soon as practicable after any of the following dates:
 20.1.1
 the date of adoption of the Plan;
 20.1.2
 the day after the publication of the Company’s annual results for any period,
 unless prior thereto, there is any change announced or made to legislation or
 regulations affecting share incentive schemes generally; and
 20.1.3
 any day on which changes to the legislation or regulations affecting share
 incentive schemes are announced, effected or made;
 20.1.4
 any day on which the Board resolves that exceptional circumstances exist
 which justify the making of Grants; and
 20.1.5
 any day on which restrictions on the making of Grants are lifted, being
 restrictions imposed by any Applicable Laws.
 20.2
 The Board shall, as soon as reasonably practicable, notify the Eligible Employee of
 the Grant to him in a Grant Letter.  The Grant Letter shall be in the form prescribed
 by the Board and shall specify -
 20.2.1
 the value of a Restricted Share as at the Grant Date;
 20.2.2
 the number of Restricted Shares Granted to the Eligible Employee;
 20.2.3
 the Matching Award due to the Eligible Employee in respect of these Restricted
 Shares, and the applicable Matching Award Ratio;


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  20.2.4
 the Grant Date;
 20.2.5
 the Vesting Date;
 20.2.6
 the rules applicable to any Restricted Share and the Eligible Employee’s right
 to such Restricted Share;
 20.2.7
 the rules applicable to any Performance Share and the Eligible Employee’s
 right to such Performance Share;
 20.2.8
 the steps an Eligible Employee must take to exercise a Restricted Share, and
 any Matching Award applicable to a decision not to exercise;
 20.2.9
 the provisions of 32 and 33.2;
 20.2.10
 a stipulation that the Grant is subject to the provisions of these Rules;
 20.2.11
 where a copy of the Rules might be obtained from for perusal; and
 20.2.12
 provision for signed acceptance by the Participant.
 20.3
 Subject to 24.1 and 28, a Grant is (and Restricted Shares and Performance Shares
 are) personal to a Participant and shall not be capable of being ceded, assigned,
 transferred or otherwise disposed of or encumbered by a Participant.
 20.4
 There shall be no consideration payable for the acceptance of a Grant, and the
 Participant shall acquire no rights in respect of any Restricted Shares or
 Performance Shares until such Shares vest. [Sch 14.1(d)]
 20.5
 Subject to 28, a Participant shall not be entitled to any dividends (or other
 distributions made) and shall have no right to vote in respect of Restricted Shares
 allocated to him, unless and until the Restricted Shares under his Allocation are
 Settled to him in accordance with the provisions of this Plan. [Sch 14.1(e)]  [Sch
 14.10]
 20.6
 Acceptance by an Eligible Employee of a Grant shall be communicated to the
 Board, in writing in such form as the Board may from time to time prescribe, by not
 later than thirty days after the date of delivery of the relevant Grant to such Eligible
 Employee. A Grant which is not accepted by an Eligible Employee as aforesaid
 shall automatically be deemed to have been reacquired, subject to re-instatement or
 extension by the Board in its discretion.
 20.7
 A Grant may be reacquired at any time after the date of acceptance thereof, if the
 Board and the Participant so agree in writing.
 21
 MATCHING
 21.1
 On acceptance of the Grant by the Participant:
 21.1.1
 the Restricted Shares shall be designated to the Participant conditional to the


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  provisions of 23 and 24;
 21.1.2
 the Restricted Shares referred to in 21.1.1 shall be matched by applying the
 Matching Award referred to in 20.2.3, and Performance Shares shall be
 conditionally awarded to the Participant in terms of the applicable Matching
 Award Ratio.
 22
 PERFORMANCE SHARES
 All Performance Shares Awarded and accepted by a Participant in terms of the
 Restricted Share Method shall thereafter be dealt with in accordance with the
 provisions of the Performance Share Method.
 23
 CONSEQUENCES OF VESTING OF RESTRICTED SHARES
 23.1
 On the Vesting Date in respect of a Grant, and subject to 23.2, 23.4 and 33, the
 number of Restricted Shares available for vesting under the Grant shall vest in a
 Participant.
 23.2
 Notwithstanding 23.1, the Participant shall pay in such manner as the Board may
 from time to time prescribe any such additional amount of which the Board may
 notify the Participant in respect of any deduction on account of Tax as may be
 required by Applicable Laws which may arise on the vesting of Restricted Shares in
 him.
 23.3
 A Participant shall, on or within 30 days after the vesting thereof, and by giving
 written notices to that effect to the Company (each an "Exercise Notice"), apply to
 the Board to exercise one or more of such Restricted Shares. Subject to Board
 approval, which shall not be unreasonably withheld, the Participant shall, in respect
 of each Restricted Share exercised and approved as aforesaid, receive, and be
 Settled, a Share for each Restricted Share.
 23.4
 Any Restricted Share not exercised by a Participant as detailed in 23.3 -
 23.4.1
 shall not be Settled;
 23.4.2
 shall continue to remain a Restricted Share until the Maximum Date; and
 23.4.3
 shall be matched with further Restricted Shares in line with the Matching Award
 Ratio as decided by the Board from time to time.
 23.5
 Subject to 24 and 25, on the expiry of the Maximum Period in respect of any
 Restricted Shares, such Restricted Shares as have vested in a Participant, but have
 not yet been exercised by the Participant, shall immediately be Settled unless the
 Board determines otherwise.
 23.6
 Notwithstanding 23.3, the Company may, in whole or in part, discharge its obligation


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 Page 27
 _____________________________________________________________________________________________
 to Settle a Restricted Share on the exercise thereof, by paying, or procuring the
 payment by the relevant Employer Company, to the Participant a cash bonus equal
 to the Fair Market Value of Shares to which a Participant is entitled in terms of this
 23.
 24
 TERMINATION OF EMPLOYMENT [Sch 14.1(h)]
 24.1
 Subject to clause
 s
 1.1.70
 and
 24.2, if a Participant ceases to be employed by the
 Group by reason of a No Fault Termination
 or upon the death of a Retired Executive
 Manager
 :
 24.1.1
 prior to the vesting of his Restricted Shares, the Restricted Shares available to
 vest in him under a Grant in terms of 23, shall be so vested and then Settled to
 him on the Date of Termination of Employment
 or on the date of death of the
 Retired Executive Manager (whichever is applicable)
 , unless the Board
 determines otherwise; or
 24.1.2
 after the vesting, but prior to the exercise by him of his Restricted Shares, the
 Restricted Shares available to be exercised shall automatically be deemed to
 be exercised and Settled to him on the Date of Termination of Employment
 or
 on the date of death of the Retired Executive Manager (whichever is
 applicable)
 , unless the Board determines otherwise.
 24.2
 Notwithstanding clause
 24.1
 in the case of a
 n Executive Manager
 whose
 acceptance date of any Grant was on or after
 23 November 2015
 , the
 Executive
 Manager's
 rights in terms of clause
 24.1
 will not be affected by reason of his
 retirement upon reaching the Retirement Date and he shall continue to have all of
 the rights, and be subject to all of the obligations of a Participant in terms of the
 Plan, save that he shall not be entitled to receive any further Grants. Consequently.
 the Restricted Shares available to be Settled to him under a Grant
 made
 on or after
 23 November 2015
 , shall be Settled to him on the
 normal
 Vesting Date despite that
 the
 Executive Manager
 ceases to be employed by the Group.
 24.3
 Any Grant in respect of which Restricted Shares are not so Settled shall be deemed
 to have been reacquired;
 24.4
 Subject to 1.1.70, if a Participant ceases to be employed by the Group by reason of
 a Fault Termination, his Grant (whether prior to or after vesting) shall be deemed to
 have been reacquired, unless the Board determines otherwise, in which case the
 Restricted Shares available to be Settled to him as determined by the Board shall
 be so Settled on the Date of Termination of Employment.


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  PART 6 - GENERAL
 25
 PARTICIPATION BY EXECUTIVE DIRECTORS
 25.1
 The participation by executive directors in the Plan, including the making of any
 Award, Allocation or Grant, or the Settlement thereof in Shares, shall at all times be
 approved and confirmed by the Remuneration Committee of the Board as
 constituted from time to time.
 25.2
 The participation by executive directors of the Group in the Plan, and the issue of
 Shares to them, shall at all times comply with the provisions of
 section 222
 the Act.
 26
 INSOLVENCY
 26.1
 All unvested Awards, Allocations or Grants shall be deemed to have been
 reacquired, and accordingly not entitle a Participant to Settlement of any Shares,
 upon the Participant making an application for the voluntary surrender of his estate
 or his estate being otherwise sequestrated or any attachment of any interest of a
 Participant under the Plan, unless the Board, in its discretion, determines otherwise
 and then subject to such terms and conditions as the Board may determine.
 26.2
 If the Company is placed in final liquidation, the Secretary shall notify the Participant
 thereof in writing and he shall be entitled to require that he be Settled all or any of
 his Performance Shares, Share Appreciation Rights and Restricted Shares
 (applying the provisions of 14, 17.4 and 23.3 respectively) within twenty-one days of
 such notification, failing which such Shares and Rights shall be deemed to have
 been reacquired. [Sch 14.1(e)]
 27
 POOR PERFORMANCE AND DISCIPLINARY PROCEDURES [Sch 14.1(h)]
 In the event of pending disciplinary or poor performance procedures against any
 Participant, or the contemplation of such procedures, then the vesting, exercise and/or
 Settlement of any Award, Allocation or Grant shall be suspended until the final
 conclusion of such procedures, at which time the Award, Allocation or Grant shall vest,
 be exercised and/or be Settled, or the provisions of 13.3, 18.4 and 24.4 shall be
 applied, whichever is applicable.
 28
 DIVIDENDS
 On the Settlement of any Shares in terms of the Performance Share Method or the
 Restricted Share Method, the Board may in its sole and absolute discretion, Settle such
 further Shares in a Participant as are equivalent in value to any dividends which the
 Participant would have earned had the Participant had full and unrestricted ownership
 in any Settled Performance Shares or Restricted Shares as from the Award or Grant


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  Dates.
 29
 FAMILY ENTITIES
 A Participant may, with the prior written consent of the Board and subject to such
 conditions as the Board may in its discretion determine, cede, assign or transfer his
 rights in and to an Award, Allocation or Grant (or the Performance Shares, Share
 Appreciation Rights and Restricted Shares therein) to a Family Entity.  Without
 derogating from the generality of the aforegoing, the Board may impose a condition that
 the Participant bind himself as surety for, and co-principal debtor in solidum with, the
 Family Entity for the fulfilment of its obligations in terms of this Plan.
 30
 RIGHTS PRIOR TO SETTLEMENT
 30.1
 For the sake of clarity and the avoidance of any doubt, it is recorded that until the
 Vesting Date the Participant shall not -
 30.1.1
 have any ownership interest in; or
 30.1.2
 receive any dividends and/or exercise any voting rights attached to; or [Sch
 14.10]
 30.1.3
 have acquired,
 Performance Shares, Share Appreciation Rights or Restricted Shares being the
 subject of any Award, Allocation or Grant.
 31
 ADJUSTMENTS [Sch 14.3]
 31.1
 Notwithstanding anything to the contrary contained herein but subject to 31.3, if the
 Company makes a Special Distribution and/or if the Company restructures its capital
 in that it -
 31.1.1
 undertakes a rights offer; or
 31.1.2
 is placed in liquidation for purposes of reorganisation; or
 31.1.3
 is party to a scheme of arrangement affecting the structuring of its share
 capital;
 31.1.4
 undertakes a conversion, redemption, subdivision or consolidation of its
 ordinary share capital; or
 31.1.5
 undertakes a bonus or capitalisation issue,
 such adjustments shall be made to the rights of Participants as may be determined
 to be fair and reasonable to the Participants concerned by the Board; provided that
 any adjustments pursuant to this 31.1 shall be confirmed by the Auditors and should
 give a Participant the entitlement to the same proportion of the equity capital as he
 was previously entitled, and should any Participant be aggrieved, he may he utilise


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 _____________________________________________________________________________________________
 the dispute procedures set out in 37.  No adjustments shall be required in terms of
 this 31.1 if the provisions of 31.3 to 31.5 are applicable or in the event of an issue by
 the Company of any securities or securities convertible into Shares as consideration
 for an acquisition.
 31.2
 For the purposes of 31.1, the Company shall be deemed to make a "Special
 Distribution" if it distributes Shares or any other asset (including cash) to its
 shareholders -
 31.2.1
 in the course of, and as part of any unbundling, reorganisation, rationalisation,
 compromise, arrangement or reconstruction (including the amalgamation of two
 or more companies or entities);
 31.2.2
 in the course of, or as part of, a reduction of capital (including a share
 repurchase);
 31.2.3
 as a special dividend or other payment in terms of
 section 90 of
 the Act;
 and/
 or
 31.2.4
 in the course or in anticipation of the deregistration or liquidation of a company
 for any of the above purposes;
 provided that, this 31.2 shall not apply to normal annual interim and final cash or
 scrip dividends declared by a Company.
 31.3
 No adjustments shall be required in terms of 31.1 in the event of the issue of equity
 securities as consideration for an acquisition in terms of 31.4, the issue of securities
 for cash and the issue of equity securities for a vendor consideration placing.
 [Sch 14.3(c)]
 31.4
 Subject to 31.5, if the Company undergoes a Change of Control after an Award
 Date, Allocation Date or Grant Date, then the rights of Participants' under this Plan
 are to be accommodated on a basis which shall determined by the Board to be fair
 and reasonable to Participants. [Sch 14.1(g)]
 31.5
 If the Company undergoes a Change of Control pursuant to a transaction, the terms
 of which make provision for Participants' rights under this Plan to be accommodated
 on a basis which is determined by an independent merchant bank to be fair and
 reasonable to Participants, the provisions of 31.3 shall not apply; provided that, in
 such an event, if a Participant's employment by any member of the Group is
 terminated for any reason whatsoever (including his resignation but excluding the
 manner contemplated in 1.1.70) within 12 months following the Implementation Date
 he shall be entitled to be Settled on mutatis mutandis the basis of 31.3 had 31.3
 been applicable.  [Sch 14.1(g)]
 32
 REACQUISITION [Sch 14.3(f)]
 If, in terms of any provision of this Plan, any Award, Allocation, Grant, Performance


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  Share, Share Appreciation Right, or Restricted Share is deemed to have been
 reacquired, the Company is hereby irrevocably and
 in rem suamnominated,
 constituted and appointed as the sole attorney and agent of the Participant concerned
 in that Participant's name, place and stead to sign and execute all such documents and
 do all such things as are necessary for that purpose.
 33
 TAX LIABILITY
 33.1
 Notwithstanding any other provision in these Rules (including 10.3 and 16.3), if the
 Company or an Employer Company are obliged (or would suffer a disadvantage of
 any nature if they were not) to account for, withhold or deduct any (a) Tax in any
 jurisdiction which is payable in respect of, or in connection with, the making of any
 Award or Allocation, the Settlement to a Participant of Shares, the payment of a
 cash amount and/or otherwise in connection with the Plan and/or (b) any amount in
 respect of any social security or similar contributions which would be recoverable
 from a Participant in respect of the making of any Award or Allocation, Settlement to
 a Participant of Shares, the payment of a cash amount and/or otherwise in
 connection with the Plan (the obligations referred to in (a) and (b) hereinafter
 referred to as a "Tax/Social Liability"), then the Company or the Employer
 Company (as the case may be) shall be entitled to account for, withhold or deduct
 such Tax/Social Liability or the Company and/or the Employer Company shall be
 relieved from the obligation to Settle any Shares to a Participant or to pay any
 amount to a Participant in terms of the Plan until that Participant has either -
 33.1.1
 made payment to the relevant Employer Company of an amount equal to the
 Tax/Social Liability; or
 33.1.2
 entered into an arrangement which is acceptable to the relevant Employer
 Company to secure that such payment is made (whether by authorising the
 sale of some or all of the Shares to be Settled to him and the payment to the
 relevant person of the relevant amounts out of the proceeds of the sale or
 otherwise).
 33.2
 The Company is hereby irrevocably and in rem suam nominated, constituted and
 appointed as the sole attorney and agent of a Participant, in that Participant's name,
 place and stead to sign and execute all such documents and do all such things as
 are necessary to give effect to the provisions of 33.1.2.
 34
 LISTINGS AND LEGAL REQUIREMENTS
 Notwithstanding any other provision of this Plan, -
 34.1
 no Shares shall be Settled on any Participant or acquired pursuant to this Plan if the
 Board determines, in their sole discretion, that such Settlement will or may violate
 any Applicable Laws or the listings requirements of any securities exchange on


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  which the Shares of the Company are listed; and
 34.2
 the Company shall apply for the listing of all Shares which are Settled to Participants
 on the JSE; and
 34.3
 it is recorded that the Company shall not be obliged to apply for, or procure, the
 listing of Shares which have been Settled to Participants on any securities exchange
 other than the JSE.
 35
 AMENDMENT OF THE PLAN [Sch 14.2]
 35.1
 It shall be competent for the Board to amend any of the provisions of the Plan
 subject to the prior approval (if required) of every stock exchange on which the
 Shares are for the time being listed; provided that no such amendment affecting the
 vested rights of any Participant shall be effected without the prior written consent of
 the Participant concerned, and provided further that no such amendment affecting
 any of the following matters shall be competent unless it is sanctioned by ordinary
 resolution of 75% (seventy-five percent) of the shareholders of the Company in
 general meeting, excluding all of the votes attached to Shares owned or controlled
 by existing Participants in the Plan -
 35.1.1
 the definition of Eligible Employees and Participants;
 35.1.2
 the definition of Allocation Price;
 35.1.3
 the definition of Fair Market Value;
 35.1.4
 the calculation of the total number of Shares which may be acquired for the
 purpose of or pursuant to the Plan;
 35.1.5
 the calculation of the maximum number of Shares which may be acquired by
 any Participant in terms of the Plan;
 35.1.6
 the voting, dividend, transfer or other rights (including rights on liquidation of
 the Company) which may attach to any Grant or Award;  [Sch 14.10]  [Sch
 14.1(e)]
 35.1.7
 the provisions in these Rules dealing with the rights (whether conditional or
 otherwise) in and to the Share Appreciation Rights, Bonus Shares or
 Performance Shares of Participants who leave the employment of the Group
 prior to Vesting or Exercise;
 35.1.8
 the basis for Awards, Allocations and Grants in terms of these Rules;
 35.1.9
 the provisions of 31.4; or
 35.1.10
 the provisions of this 35.
 35.2
 Without derogating from the provisions of 35.1, if it should become necessary or


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  desirable by reason of the provisions of Applicable Laws at any time after the
 signing of these Rules, to amend the provisions of these Rules so as to preserve the
 substance of the provisions contained in these Rules but to amend the form so as to
 achieve the objectives embodied in these Rules in the best manner, having regard
 to such Applicable Laws and without prejudice to the Participants concerned, then
 the Board may (with the prior approval (if required) of every stock exchange on
 which the Shares are at the time listed) amend these Rules accordingly.
 36
 STRATE
 Notwithstanding any provision in these Rules, the Company shall not be obliged to
 deliver the Participant share certificates in respect of the Shares settled to him in terms
 of these Rules but shall instead be obliged to procure such electronic transactions
 and/or entries and to deliver to the Participant such documents (if any) as may be
 required to reflect his rights in and to such Shares pursuant to the provisions of the Act,
 the Security Services Act 36 of 2004, the Rules of the Central Securities Depository
 (being Share Transactions Totally Electronic Limited) and the requirements of the JSE.
 37
 DISPUTES
 37.1
 Should any dispute of whatever nature arise from or in connection with these Rules
 (including an urgent dispute), then the dispute shall, unless the parties thereto
 otherwise agree in writing:
 37.1.1
 in the first instance be referred to mediation by a mediator acceptable to both
 parties; and
 37.1.2
 failing resolution by mediation or agreement in respect of a mediator, shall be
 finally resolved in accordance with the Rules of the Arbitration Foundation of
 South Africa by an arbitrator or arbitrators appointed by the Foundation.
 37.2
 This clause is severable from the rest of these Rules and shall remain in effect even
 if these Rules are terminated for any reason.
 38
 PROFITS AND LOSSES AND TERMINATION OF THE PLAN
 38.1
 The Company shall bear any losses sustained by the Plan which are not recovered
 from Employer Companies in terms of 7.  Furthermore, the Company shall be
 entitled to receive and be paid any profits made in respect of the purchase,
 acquisition, sale or disposal of Shares.
 38.2
 The Plan shall terminate if the Board so resolves.  Any deficit arising from the
 winding up of the Plan shall be borne by the Company, to the extent not recovered
 by the Company from Employer Companies.


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  39
 DOMICILIUM AND NOTICES
 39.1
 The parties choose domicilium citandi et executandi for all purposes arising from the
 Plan, including the giving of any notice, the payment of any sum, the serving of any
 process, as follows -
 39.1.1
 the Company
 :
 The address and telefax number of
 the Registered Office of the
 Company from time to time
 39.1.2
 each Participant
 :
 The physical address, telefax
 number and electronic address from
 time to time reflected as being his
 address, telefax number and/or
 electronic address in the Group's
 payroll system from time to time.
 39.2
 Each of the parties shall be entitled from time to time, by written notice to the other,
 to vary its domicilium to any other physical address and/or its facsimile number
 and/or (in the case of a Participant) his electronic address; provided in the case of a
 Participant such variation is also made to his details on the Group's payroll system.
 39.3
 Any notice given and any payment made by any party to the other which -
 39.3.1
 is delivered by hand during the normal business hours of the addressee at the
 addressee's domicilium for the time being shall be rebuttably presumed to have
 been received by the addressee at the time of delivery;
 39.3.2
 is posted by prepaid registered post from an address within the Republic of
 South Africa to the addressee at the addressee's domicilium for the time being
 shall be rebuttably presumed to have been received by the addressee on the
 seventh day after the date of posting.
 39.4
 Any notice given by any party to any other party which is transmitted by electronic
 mail and/or facsimile to the addressee at the addressee's electronic address and/or
 facsimile address (as the case may be) for the time being shall be presumed, until
 the contrary is proved by the addressee, to have been received by the addressee on
 the date of successful transmission thereof.
 40
 COMPLIANCE [Sch 14 Generally]
 40.1
 The Company shall comply with (and procure compliance by all members of the
 Group with) all Applicable Laws.  The Plan shall at all times be operated and
 administered subject to all Applicable Laws.
 40.2
 Without derogating from the generality of the aforegoing, the Company shall -


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 _____________________________________________________________________________________________
 40.2.1
 appoint the Secretary as Compliance Officer of the Plan in terms of section
 144A of the Act and comply with the provisions of section 144A of the Act;
 40.2.2
 comply with section 93 of the Act;
 40.2.340.2.1
 ensure compliance with Schedule 14 and paragraphs 3.63 to 3.74 of the
 Listings Requirements of the JSE.   [Sch 14.9(d)]
 40.3
 The Company, by its signature hereto, undertakes to procure compliance by every
 Employer Company with these Rules.
 41
 GENERAL PROVISIONS
 41.1
 The rights and obligations of any Participant under the terms of his office or
 employment with any Employer Company shall not be affected by his participation in
 the Plan or any right which he may have to participate in it.  The Plan shall not
 entitle a Participant to any right to continued employment or any additional right to
 compensation in consequence of the termination of his employment.
 41.2
 The Plan shall be governed and construed in accordance with the laws of the RSA.
 Signed at
 on
 20.....
 For and on behalf of Harmony Gold Mining Company Limited
 GP Briggs
 Chief Executive Officer
 These Rules were duly adopted at a meeting of the Company held at Randfontein on 10
 th
 of
 November 2006, and as further amended at the annual general meeting of the Company held
 at Johannesburg Country Club on 1 December 2010 in order to comply with the amendments
 to Schedule 14 of the JSE Limited Listing Requirements.  [Sch 14.1]


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 _____________________________________________________________________________________________
 _____________________
 Chairman of the Meeting