Norton Rose Fulbright South Africa IncOur ref:NED3855
 Second Amendment and Restatement Agreement
 between
 Harmony Gold Mining Company Limited
 The Original Guarantors listed in Part 1 of Schedule 1 hereto
 The Additional Guarantors listed in Part 2 of Schedule 1 hereto
 and
 Nedbank Limited (acting through its Corporate and Investment Banking division)


Contents
 1
 
 Definitions and interpretation..................................................................................................
 2
 2
 
 Introduction .............................................................................................................................
 4
 3
 
 Amendment and restatement .................................................................................................
 4
 4
 
 Acknowledgement regarding Transaction Security................................................................
 4
 5
 
 Governing law.........................................................................................................................
 4
 6
 
 Jurisdiction..............................................................................................................................
 5
 7
 
 Severability .............................................................................................................................
 5
 8
 
 General ...................................................................................................................................
 5
 9
 
 Counterparts ...........................................................................................................................
 5
 Schedule 1 Part 1:  Original Guarantors .............................................................................................
 5
 Part 2:  Additional Guarantors .............................................................................................................
 5
 Signature pages ..................................................................................................................................
 6
 Annexure A Second Amended and Restated ZAR Facility Agreement ............................................
 13


2
 Second Amendment and Restatement Agreement
 Parties
 Harmony Gold Mining Company Limited (as Borrower)
 The Original Guarantors listed in Part 1 of Schedule 1 hereto (as Original Guarantors)
 The Additional Guarantors listed in Part 2 of Schedule 1 hereto (as Additional Guarantors)
 Nedbank Limited (acting through its Corporate and Investment Banking division) as arranger and lender under the Original ZAR Facility Agreement (the Original ZAR Lender)
 Nedbank Limited (acting through its Corporate and Investment Banking division) as hedge provider under the Original ZAR Facility Agreement (the Original Hedge Provider)
 Nedbank Limited (acting through its Corporate and Investment Banking division) (as Facility Agent)
 It is agreed
 1
 Definitions and interpretation
  Definitions
  In this Agreement, unless the context dictates otherwise, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:
  Agreementmeans this Second Amendment and Restatement Agreement and its Schedules and Annexure;
  Borrowermeans Harmony Gold Mining Company Limited (registration number 1950/038232/06), a public company duly incorporated in accordance with the company laws of South Africa;
  Effective Datemeans the Effective Dateas defined in the USD Facility Amendment and Restatement Agreement;
  Facility Agentmeans the Facility Agentas defined in the Original ZAR Facility Agreement;
  Finance Documentsmeans the Finance Documentsas defined in the Original ZAR Facility Agreement;
  Nedbankmeans Nedbank Limited (registration number 1951/000009/06), a public company duly incorporated in accordance with the laws of South Africa;
  Obligorsmeans the Borrower, each Original Guarantor and each Additional Guarantor and Obligormeans any of them as the context requires;


3
  Original ZAR Facility Agreementmeans the written agreement entitledZAR1 300 000 000 revolving credit facility agreemententered into on or about 20 December 2013 between, amongst others, the Borrower, the Original Guarantors, the Original ZAR Lender and the ZAR Facility Agent,as amended and restated on or about 5 February 2015;
  Partymeans a party to this Agreement and Partiesmeans, as the context requires, all of them;
  Second Amended and Restated ZAR Facility Agreementhas the meaning given to it in clause 3.1 (Amendment and restatement) below;
  Signature Datemeans the date of the signature of the Party last signing this Agreement in time; and
  USD Facility Amendment and Restatement Agreementmeans the written agreement entitled Amendment and Restatement Agreement entered into between, amongst others, the Obligors, Nedbank, theFinancial Institutions listed in Part 3 of Schedule 1 as mandated lead arrangers and lenders, Caterpillar Financial Services Corporation as lenderand the Financial Institutions listed in Part 3 of Schedule 1 as hedge providers.
  Construction
    any Partyor any other person shall be construed to include its successors in title, permitted assigns and permitted transferees and, in the case of the Facility Agent, any person for the time being appointed as ZAR Facility Agent in accordance with the Finance Documents;
  a Finance Document or any other agreement or instrument is a reference to the Finance Document (as applicable) or other agreement or instrument as in force for the time being and as from time to time amended, restated, supplemented or novated (however fundamentally including by any increase in amounts owing or available to be utilised under such document or any change to the parties thereto);
  a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);
  a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
  a provision of law is a reference to that provision as amended or re-enacted;


4
  Third party rights
  Except as expressly provided for in this Agreement, no provision of this Agreement constitutes a stipulation for the benefit of any person who is not a party to this Agreement.
  Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time except to the extent that the relevant variation or rescission (as the case may be) relates directly to the right conferred upon any applicable third party under a stipulation for the benefit of that party that has been accepted by that third party.
 2
 Introduction
    Whereas the Borrower proposes to enter into certain hedging arrangements with the Original Hedge Provider in accordance with the Hedging Documents.
  Pursuant to the transactions contemplated in clause 2.2 above, the Parties have agreed to amend and restate Original ZAR Facility Agreement on the terms and conditions set out inthis Agreement.
 3
 Amendment and restatement
  The Parties hereby acknowledge and agree that, with effect from the Effective Date, the Original ZAR Facility Agreement is amended and restated in the form set out in Annexure A hereto (Second Amended and Restated ZAR Facility Agreement) so that it shall be read and construed for all purposes in accordance with the Second Amended and Restated ZAR Facility Agreement.
  The Original ZAR Facility Agreement (including any rights accrued or obligations incurred thereunder) remains of force and effect and is not novated, but is being amended and restated pursuant to this Agreement, and is constituted by the Second Amended and Restated ZAR Facility Agreement.
 4
 Acknowledgement regarding Transaction Security
 With effect from the Effective Date, any references in any of the Finance Documents to Finance Documentsand to Finance Parties, as the case may be, shall be construed as a reference to Finance Documentsor  Finance Parties, as applicable, as defined in the Second Amended and Restated ZAR Facility Agreement, it always having been and remaining the intention of the Parties that the Transaction Security would be given for the obligations of the relevant Obligors to the Finance Parties under the Finance Documents as such terms are defined from time to time and in relation to the Finance Documents as they may exist from time to time, including underlying documents which are designated as Finance Documents.
 5
 Governing law
 The entire provisions of this Agreement shall be governed by and construed in accordance with the laws of South Africa.


5
 6
 Jurisdiction
 The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg (or any successor to that division) in regard to all matters arising from this Agreement.
 7
 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, 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 hereto 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.
 8
 General
  This Agreement as read together with the Second Amended and Restated ZAR Facility Agreement to the extent required, constitutes the sole record of the agreement between the Parties in regard to the subject matter of this Agreement.
  No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded herein.
  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 all the Parties.
 9
 Counterparts
 This Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.


5
 Schedule 1Part 1:  Original Guarantors
 Name of Original Guarantor
 Registration number (or equivalent, if any)
   Freegold (Harmony) Proprietary Limited (formerly known as ARMgold/Harmony Freegold Joint Venture Company Proprietary Limited)
      Harmony Copper Limited (formerly known as Harmony International Holdings Proprietary Limited)
   Australian Business Number 29 100 237 741
  Australian Business Number 23 083 828 853
  Australian Business Number 82 006 568 850
  Australian Business Number 69 087 480 902
 Part 2:  Additional Guarantors
 Name of Additional Guarantor
 Registration number (or equivalent, if any)


Signature pages
 Borrower
 th
 
  For and on behalf ofHarmony Gold Mining Company Limited
 /s/ PW Steenkamp____________________________Name:  Peter William SteenkampCapacity:  Chief Executive OfficerWho warrants authority
 /s/ F Abbott____________________________Name:  Frank AbbottCapacity:  Financial DirectorWho warrants authority
 Original Guarantors
 th
 For and on behalf ofFreegold (Harmony) Proprietary Limited (formerly known as Armgold/Harmony Freegold Joint Venture Company Proprietary Limited)
 /s/ PW Steenkamp____________________________Name:  Peter William SteenkampCapacity:  Chief Executive OfficerWho warrants authority
 /s/ F Abbott____________________________Name:  Frank AbbottCapacity:  Financial DirectorWho warrants authority


th
  For and on behalf ofRandfontein Estates Limited
 /s/ PW Steenkamp____________________________Name:  Peter William SteenkampCapacity:  Chief Executive OfficerWho warrants authority
 /s/ F Abbott____________________________Name: Frank AbbottCapacity:  Financial DirectorWho warrants authority
 th
 For and on behalf ofAvgold Limited
 /s/ PW Steenkamp____________________________Name:  Peter William SteenkampCapacity:  Chief Executive OfficerWho warrants authority
 /s/ F Abbott____________________________Name:  Frank AbbottCapacity:  Financial DirectorWho warrants authority


th
 For and on behalf ofAfrican Rainbow Minerals Gold Limited
 /s/ PW Steenkamp____________________________Name:  Peter William SteenkampCapacity:  Chief Executive OfficerWho warrants authority
 /s/ F Abbott____________________________Name:  Frank AbbottCapacity:  Financial DirectorWho warrants authority
 th
 For and on behalf ofHarmony Copper Limited (formerly known as Harmony International Holdings Proprietary Limited)
 /s/ PW Steenkamp____________________________Name:  Peter William SteenkampCapacity:  Chief Executive OfficerWho warrants authority
 /s/ F Abbott____________________________Name:  Frank AbbottCapacity:  Financial DirectorWho warrants authority
 Signed by Aurora Gold (Wafi) Pty. Ltd.ABN 29 100 237 741 in accordance withsection 127 of the Corporations Act 2001
 th


Signed by Harmony Gold (PNG Services) Pty LimitedABN 23 03 828 853 in accordance with section 127 of the Corporations Act 2001
 th
               Signed by Aurora Gold LimitedABN 82 006 568 850 in accordance withsection 127 of the Corporations Act 2001
 th
               Signed by Abelle LimitedABN 69 087 480 902 in accordance withsection 127 of the Corporations Act 2001
 th


Additional Guarantors
 Signed by Morobe Consolidated Goldfields LimitedCompany Number 1-12047
 th
               Signed by Morobe Exploration LimitedCompany Number 1-63559
 th
               Signed by Wafi Mining LimitedCompany Number 1-11452
 th


Original Lender
 th
 For and on behalf ofNedbank Limited (acting through its Corporate and Investment Banking division)
 /s/ GL Webber____________________________Name: GL WebberCapacity: Authorised SignatoryWho warrants authority
 /s/ NJ Singh____________________________Name: NJ SinghCapacity: Authorised SignatoryWho warrants authority
 Original Hedge Provider
 th
 For and on behalf ofNedbank Limited (acting through its Corporate and Investment Banking division)
 /s/ GL Webber____________________________Name: GL WebberCapacity: Authorised SignatoryWho warrants authority
 /s/ NJ Singh____________________________Name: NJ SinghCapacity: Authorised SignatoryWho warrants authority


Facility Agent
 th
 For and on behalf ofNedbank Limited (acting through its Corporate and Investment Banking division)
 /s/ GL Webber____________________________Name: GL WebberCapacity: Authorised SignatoryWho warrants authority
 /s/ NJ Singh____________________________Name: NJ SinghCapacity: Authorised SignatoryWho warrants authority


13
 Annexure ASecond Amended and Restated ZAR Facility Agreement