Accession Deed
 This deed
  New Beneficiary
  Security Trustee.
 This deed witnessesthat in consideration of, among other things, the mutual promises contained in this document, the parties agree as follows:
  Interpretation
  Incorporated definitions
   Definitions
  Effective Date
    the date that the Security Trustee confirms that its KYC Checks with respect to the New Beneficiary are satisfied;
 Security Trust Deedmeans the deed entitled ”Harmony Security Trust Deed” dated 21 September 2011 between each party listed in Part I of Schedule 1 of that deed as Original USD Lenders (as defined therein), each party listed in Part II of Schedule 1 of that deed as original ZAR lenders (as defined therein), Nedbank Limited (acting through its Nedbank Capital division) as USD Facility Agent, Nedbank Limited (acting through its Nedbank Capital division) as ZAR Facility Agent and the Security Trustee, and as otherwise varied, amendedor restated from time to time.
  Interpretation
 Clause 1 (Definitions and interpretation) and clause 3 (Rights to the Security Trustee) of the Security Trust Deed apply to this document as if set out in full in this document.
  Finance Document
 The parties to this document agree that this document is a USD Finance Document and a ZAR Finance Document.
  New Beneficiary becomes a Party
     the New Beneficiary becomes bound by the Security Trust Deed and has the samerights and assumes the same obligations as if it were a party to the Security Trust Deed as a Beneficiary; and
  each reference in the Security Trust Deed to “Beneficiary” includes a reference to theNew Beneficiary.


Acknowledgement
   having received a copy of, and approved, the Security Trust Deed, together with all other documents and information it requires in connection with this document, before signing this document; and
  having provided valuable consideration for the acquisition of an interest in the Security held under the Security Trust Deed.
  KYC Checks
  This document is not effective until the Security Trustee confirms that it’s KYC Checks with respect to the New Beneficiary are satisfied.
  The New Beneficiary must provide tot the Security Trustee all information and documents necessary for the Security Trustee to complete KYC Checks in respect of the New Beneficiary (to the Security Trustee’s satisfaction).
  Notice Details
   2120 West End AvenueNashville, TN 37203USA
      Governing law
 This document is governed by the law in force in the State of Western Australia.  Each party submits to the non-exclusive jurisdiction of the courts of that place and courts of appeal from them.
  Counterparts
 This document may consist of a number of copies, each signed by one or more of the Parties.  If so, the signed copies are treated as making up the one document.
 Executed


New Beneficiary
 Signed, sealed and delivered by CaterpillarFinancial Services Corporationin the presence of:
     Name: Robert J BennesCapacity: Managing DirectorWho warrants authority
 Signature:
     _____________________________Address of witness:


Security Trustee
 Signed, sealed and delivered by Nedbank Limited (acting through its Nedbank Capital division)in the presence of: