Transfer Certificate
     rd
   Sandown  2196
      transmanage@nedbank.com
  ArleneRu@nedbankcapital.co.za
  GregW@nedbankcapital.co.za
     Existing Lenders
  New Lender
 Harmony Gold Mining Company Limited – Revolving Credit Facility Agreement of up to USD250 000 000 dated on or about 22 December 2014 (theAgreement)
  We refer to the Agreement.  This is a Transfer Certificate.  Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.
  We refer to clause 24.4 (Procedure for Transfer) of the Agreement:
  The Existing Lender and the New Lender agree to each Existing Lender transferring to the New Lender by cession and delegation that part of the Existing Lender’s pro rata portion of any amounts advanced and required to be transferred in accordance with the provisions of clause 6.6(3) of the Agreement (together with the rights and obligations in respect thereof), as set out in the Annexure A hereto, in accordance 
  with clause 24.4 (Procedure for Transfer) of the Agreement.
    The Facility Office and address through which the New Lender will perform its obligations, fax number and attention details for notices of the New Lender for the 
purposes of clause 31.2 (Addresses)  of the 
Agreement are set out in the Annexure A hereto.


The New Lender expressly acknowledges the limitations on each Existing Lender's 
obligations set out in clause 24.3 (3). (Limitation of responsibility of Existing Lenders) of the Agreement.
  The New Lender agrees that it shall assume the same obligations towards each other Finance Party under the Finance Documents as if it had been an Original Lender.
  This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.
    This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.


Annexure A
 1.
 Amounts, right and obligations to be transferred by the Existing Lenders to the New Lender:
 A portion of the amounts advanced by each Existing Lender, together with all accompanying rights and obligations, shall be transferred to the New Lender as follows:
      HSBC Bank plc- Johannesburg branch (registered as an external company in South Africa), amount of USD5,400,000; and
   2.
 New Lender’s facility office, address, fax number and attention details for notices:


th
  For and on behalf of Absa Bank Limited
 /s/ I. SINGH_____________ Name: Iraan Singh Capacity: Authorised Signatory Who warrants authority
 /s/ A. SAM_______________  Name: Anthony Sam Capacity: Authorised Signatory Who warrants authority
  th
  For and on behalf of Nedbank Limited (acting through its London branch)
 /s/ K.C. RYDER_____________ Name: Kevin Charles Ryder Capacity: Head: Investment Banking Who warrants authority
 /s/ D. SIDGWICK_____________ Name: David Sidgwick Capacity: Chief Operating Officer Who warrants authority
  th
  For and on behalf of HSBC Bank plc- Johannesburg Branch (registered as an external company in South Africa)
 /s/ T.I. MARX______________ Name: T.I. Marx 
Capacity: Authorised signatoryWho warrants authority
 /s/_____________________ Name:Capacity:Who warrants authority


th
  For and on behalf of JP Morgan Chase Bank, N.A., London Branch
 /s/_I. MEZQUIDA__________ Name: Ivan Mezquida Capacity: Executive Director Who warrants authority
  th
  For and on behalf of Caterpillar Financial Services Corporation
 /s/_R.J. BENNES__________ Name: Robert J Bennes Capacity: Managing Director Who warrants authority
 /s/_____________________ 
  Name:Capacity:Who warrants authority


This transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as 6 May 2015.
  th
  For and on behalf of Nedbank Limited (acting through its Nedbank Capital division)  (as Facility Agent)
 /s/_G.L. WEBBER__________ Name: G.L. Webber Capacity: Authorised Signatory Who warrants authority
 /s/_P.A. VAN KERCKHOVEN 
Name: P.A. Van Kerchkhoven Capacity: Authorised Signatory Who warrants authority