exv4w2



 





Exhibit 4.2









Final execution draft




THE HARMONY GOLD MINING COMPANY LIMITED




2006 SHARE PLAN




adopted by




HARMONY GOLD MINING COMPANY LIMITED




(Registration Number: ____________)




approved by resolution passed at a general meeting of the Company held at




                                         on                             
            .




 









 





			
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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	PART 1 — INTRODUCTION	 	 	5	 
	 
	 	 	 	 	 	 
	1

	 	DEFINITIONS AND INTERPRETATION
	 	 	5	 
	 
	 	 	 	 	 	 
	2

	 	PURPOSE
	 	 	13	 
	 
	 	 	 	 	 	 
	PART 2 — ADMINISTRATION OF THE PLAN	 	 	13	 
	 
	 	 	 	 	 	 
	3

	 	THE PLAN
	 	 	13	 
	 
	 	 	 	 	 	 
	4

	 	ADMINISTRATION OF THE PLAN
	 	 	13	 
	 
	 	 	 	 	 	 
	5

	 	ANNUAL ACCOUNTS
	 	 	14	 
	 
	 	 	 	 	 	 
	6

	 	AVAILABILITY OF SHARES
	 	 	14	 
	 
	 	 	 	 	 	 
	7

	 	FUNDING
	 	 	14	 
	 
	 	 	 	 	 	 
	8

	 	MAXIMUM NUMBER OF SHARES WHICH MAY BE ACQUIRED BY PARTICIPANTS
	 	 	15	 
	 
	 	 	 	 	 	 
	PART 3 — THE PERFORMANCE SHARE METHOD	 	 	15	 
	 
	 	 	 	 	 	 
	9

	 	GRANT OF AWARDS
	 	 	15	 
	 
	 	 	 	 	 	 
	10

	 	SETTLEMENT OF PERFORMANCE SHARES
	 	 	17	 
	 
	 	 	 	 	 	 
	11

	 	LIMITATIONS ON THE SETTLEMENT OF PERFORMANCE SHARES
	 	 	17	 
	 
	 	 	 	 	 	 
	12

	 	TIME FOR THE SETTLEMENT OF PERFORMANCE SHARES
	 	 	18	 
	 
	 	 	 	 	 	 
	13

	 	TERMINATION OF EMPLOYMENT
	 	 	18	 
	 
	 	 	 	 	 	 
	14

	 	EXTENT TO WHICH PERFORMANCE SHARES UNDER AN AWARD ARE AVAILABLE FOR SETTLEMENT ON
TERMINATION OF EMPLOYMENT
	 	 	18	 
	 
	 	 	 	 	 	 
	PART 4 — THE SHARE APPRECIATION METHOD	 	 	19	 
	 
	 	 	 	 	 	 
	15

	 	ALLOCATION OF SHARE APPRECIATION RIGHTS
	 	 	19	 
	 
	 	 	 	 	 	 
	16

	 	VESTING OF SHARE APPRECIATION RIGHTS
	 	 	20	 
	 
	 	 	 	 	 	 
	17

	 	CONSEQUENCES OF VESTING
	 	 	20	 






 









 






	 	 	 	 	 	 	 





			
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	18

	 	TERMINATION OF EMPLOYMENT
	 	 	21	 
	 
	 	 	 	 	 	 
	19

	 	EXTENT TO WHICH SHARE APPRECIATION RIGHTS UNDER AN ALLOCATION ARE AVAILABLE FOR

VESTING ON TERMINATION OF EMPLOYMENT
	 	 	22	 
	 
	 	 	 	 	 	 
	20

	 	THE GRANT
	 	 	22	 
	 
	 	 	 	 	 	 
	21

	 	MATCHING
	 	 	24	 
	 
	 	 	 	 	 	 
	22

	 	PERFORMANCE SHARES
	 	 	24	 
	 
	 	 	 	 	 	 
	23

	 	CONSEQUENCES OF VESTING OF RESTRICTED SHARES
	 	 	24	 
	 
	 	 	 	 	 	 
	24

	 	TERMINATION OF EMPLOYMENT
	 	 	25	 
	 
	 	 	 	 	 	 
	PART 6 — GENERAL	 	 	25	 
	 
	 	 	 	 	 	 
	25

	 	PARTICIPATION BY EXECUTIVE DIRECTORS
	 	 	25	 
	 
	 	 	 	 	 	 
	26

	 	INSOLVENCY
	 	 	26	 
	 
	 	 	 	 	 	 
	27

	 	POOR PERFORMANCE AND DISCIPLINARY PROCEDURES
	 	 	26	 
	 
	 	 	 	 	 	 
	28

	 	DIVIDENDS
	 	 	26	 
	 
	 	 	 	 	 	 
	29

	 	FAMILY ENTITIES
	 	 	26	 
	 
	 	 	 	 	 	 
	30

	 	RIGHTS PRIOR TO SETTLEMENT
	 	 	27	 
	 
	 	 	 	 	 	 
	31

	 	ADJUSTMENTS
	 	 	27	 
	 
	 	 	 	 	 	 
	32

	 	REACQUISITION
	 	 	28	 
	 
	 	 	 	 	 	 
	33

	 	TAX LIABILITY
	 	 	28	 
	 
	 	 	 	 	 	 
	34

	 	LISTING AND LEGAL REQUIREMENTS
	 	 	29	 
	 
	 	 	 	 	 	 
	35

	 	AMENDMENT OF THE PLAN
	 	 	29	 
	 
	 	 	 	 	 	 
	36

	 	STRATE
	 	 	30	 
	 
	 	 	 	 	 	 
	37

	 	DISPUTES
	 	 	30	 
	 
	 	 	 	 	 	 
	38

	 	PROFITS AND LOSSES AND TERMINATION OF THE PLAN
	 	 	32	 






 









 






			
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	39

	 	DOMICILIUM AND NOTICES
	 	 	33	 
	 
	 	 	 	 	 	 
	40

	 	COMPLIANCE
	 	 	33	 
	 
	 	 	 	 	 	 
	41

	 	GENERAL PROVISIONS
	 	 	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 61 of 1973;
	 
	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;
	 
	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;
	 
	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 grant of an 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 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;
	 
	1.1.16	 	“Company” — Harmony Gold Mining Company Limited (registration number _________), a
company incorporated in accordance with the laws of the RSA;
	 
	1.1.17	 	“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 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




 









 











			
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	 	 	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;
	 
	1.1.18	 	“Dismissal based on Operational Requirements”  — the retrenchment of a Participant based on
the Employer Company’s economic, technological, structural or similar needs;
	 
	1.1.19	 	“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, but excluding any non-executive director;
	 
	1.1.20	 	“Employee”  — any person holding full-time salaried employment or office (including any
executive director) of any Employer Company;
	 
	1.1.21	 	“Employer Company” — that member of the Group that is the employer of a particular
Participant;
	 
	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;
	 
	1.1.24	 	“Family Entity” — a Family Company or a Family Trust;
	 
	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;
	 
	1.1.26	 	“Fault Termination” — the termination of employment of a Participant by the Group by reason
of -
	 
	1.1.26.1	 	misconduct;
	 
	1.1.26.2	 	poor performance; or
	 
	1.1.26.3	 	resignation by the Participant.
	 
	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;




 









 











			
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	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;
	 
	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;
	 
	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” — the securities exchange operated by the JSE Limited, or its successor;
	 
	1.1.34	 	“LRA” — the Labour Relations Act 66 of 1995;
	 
	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 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




 









 











			
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	 	 	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;
	 
	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;
	 
	1.1.39.2	 	the Share Appreciation Method, an Eligible Employee to whom an Allocation of Share
Appreciation Rights has been made and who has accepted same in terms of 15.6;
	 
	1.1.39.3	 	the Restricted Share Method, an Eligible Employee who has accepted a Grant;
	 
	 	 	and includes the executor of the Eligible Employee’s deceased estate or Family Trust
where appropriate, but excludes non-executive directors who are members of the Board;
	 
	1.1.40	 	“Performance Criteria” — the performance criteria for both the Performance Share Method and
the Share Appreciation Method as determined by the Board from time to time;
	 
	1.1.41	 	“Performance Share Method” — the method of participation in this Plan detailed in Part 3 of
these Rules;
	 
	1.1.42	 	“Performance Shares” — Shares which have been conditionally awarded to an Eligible Employee in terms of an Award Letter as described in 9.2.1 or a Matching
Award in terms of 21.1.2;




 









 











			
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	1.1.43	 	“Plan” — The Harmony Gold Mining Company Limited 2006 Share Plan the terms of which are
embodied in these Rules and which entails participation therein through the Share Appreciation
Method, the Performance Share Method and/or the Restricted Share Method;
	 
	1.1.44	 	“Restricted Shares” — Shares which have been conditionally Granted to and accepted by a
Participant in terms of a Grant Letter as described in 20;
	 
	1.1.45	 	“Restricted Share Method”  — the method of participation in this Plan detailed in Part 5 of
these Rules;
	 
	1.1.46	 	“Retirement Date” — the earliest date on which, or age at which, an Eligible Employee can be
required to retire by any Employer Company or, if sooner, the date on which or age at which he
has agreed to take early retirement;
	 
	1.1.47	 	“RSA” — the Republic of South Africa;
	 
	1.1.48	 	“Rules” — these Rules, as amended from time to time;
	 
	1.1.49	 	“Secretary” — the company secretary for the time being of the Company;
	 
	1.1.50	 	“Settled” — in relation to a Share, shall mean either -
	 
	1.1.50.1	 	the allotment and issue by the Company of such Share into the name of a Participant; or
	 
	1.1.50.2	 	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;
	 
	1.1.51	 	“Shares” — ordinary shares 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);
	 
	1.1.52	 	“Share Appreciation Method” — the method of participation in this Plan detailed in Part 4
of these Rules;
	 
	1.1.53	 	“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;
	 
	1.1.54	 	“Target Performance Criteria” — the Performance Criteria set at the level at which
performance is expected over any given period;




 









 











			
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	1.1.55	 	“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;
	 
	1.1.56	 	“Tax Act” — the Income Tax Act 58 of 1962;
	 
	1.1.57	 	“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;
	 
	1.1.58	 	“Trading Day” — any day on which the Shares are capable of being traded on the JSE;
	 
	1.1.59	 	“Vesting Date” — in relation to:
	 
	1.1.59.1	 	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;
	 
	1.1.59.2	 	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:
	 
	1.1.59.2.1	 	one third of the Allocation on the third anniversary of the Allocation Date;
	 
	1.1.59.2.2	 	a second third of the Allocation on the fourth anniversary of the Allocation Date; and
	 
	1.1.59.2.3	 	the final third of the Allocation on the fifth anniversary of the Allocation Date;
	 
	1.1.59.3	 	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, -
	 
	1.1.59.4	 	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
	 
	1.1.59.5	 	by virtue of any Applicable Law or any policy of the Group (including any




 









 











			
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	 	 	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);
	 
	1.1.60	 	In these Rules -
	 
	1.1.61	 	clause headings are used for convenience only and shall be ignored in its interpretation;
	 
	1.1.62	 	unless the context clearly indicates a contrary intention, an expression which denotes -
	 
	1.1.62.1	 	any gender includes the other genders;
	 
	1.1.62.2	 	a natural person includes an artificial person (whether corporate or unincorporate) and
vice versa;
	 
	1.1.62.3	 	the singular includes the plural and vice versa;
	 
	1.1.63	 	unless the context clearly indicates a contrary intention, words and expressions defined in
the Act shall bear the meanings therein assigned to them;
	 
	1.1.64	 	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
	 
	1.1.65	 	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;
	 
	1.1.66	 	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;
	 
	1.1.67	 	the words “vest”, “vesting” and “vested” when used in relation to:
	 
	1.1.67.1	 	a Performance Share shall mean that such Performance Share shall become exercisable in
accordance with 10;
	 
	1.1.67.2	 	a Share Appreciation Right shall mean that such Share Appreciation Right shall become
exercisable in accordance with 16;




 









 











			
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	1.1.67.3	 	a Restricted Share shall mean that such Restricted Share shall become exercisable in
accordance with 23;
	 
	1.1.68	 	a Participant who ceases to be employed by an Employer Company on the basis that he is -
	 
	1.1.68.1	 	immediately thereafter employed by another Employer Company;
	 
	1.1.68.2	 	thereafter re-employed by such Employer Company pursuant to it being 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;
	 
	1.1.69	 	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.
	 
	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.




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.




 









 











			
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	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.
	 
	5	 	ANNUAL ACCOUNTS
	 
	 	 	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 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 fulfill its obligations to transfer or deliver Shares to Participants.
	 
	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 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;




 









 











			
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	8	 	MAXIMUM NUMBER OF SHARES WHICH MAY BE ACQUIRED BY
PARTICIPANTS
	 
	8.1	 	Subject to 8.3,and 8.4 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 Shares which may be acquired by participants under
Any Other Plan is to exceed 14% of the Company’s issued ordinary share capital, being
_________ Shares as at _________.
	 
	8.2	 	Subject to 8.3 and 8.4 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 0,5% of the
Company’s issued ordinary share capital, being _________ Shares as at
_________.
	 
	8.3	 	The number of Shares referred to in 8.1 and 8.2 shall be increased or reduced in direct
proportion to any increase or reduction of the Shares in the Company’s issued share capital on
any conversion, redemption, consolidation, sub-division and/or any rights or capitalisation
issue of Shares; provided that the provisions of these Rules shall be deemed not to have been
breached if, as a result of a purchase or repurchase (as the case may be) of Shares by any
company in the Group, the percentages referred to in 8.1 and/or 8.2 are exceeded but the
number of Shares referred to in 8.1 and/or 8.2 is not exceeded.
	 
	8.4	 	In the determination of the number of Shares which may be acquired by Participants in terms
of 8.1 and/or 8.2, Shares shall not be taken into account which have been acquired by a
Participant -
	 
	8.4.1	 	in terms of the Plan; and/or
	 
	8.4.2	 	in terms of Any Other Plan, which in accordance with the provisions of such plan need not be
taken into account in the determination of the number of Shares which may be acquired by a
Participant in terms of such plan.





PART 3 — THE PERFORMANCE SHARE METHOD





	9	 	GRANT OF AWARDS
	 
	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,




 









 











			
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	 	 	notify the
Eligible Employee of the grant of the Award by them 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;
	 
	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 grant of an Award.
	 
	9.5	 	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.
	 
	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.




 









 











			
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	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 grant of the Award have been
satisfied.
	 
	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 grant of 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




 









 











			
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	 	 	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 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
	 
	13.1	 	Subject to 1.1.68, 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.
	 
	13.2	 	Subject to 1.1.68, 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
	 
	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 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 -





	 	 	 	 
	A
x
	 	B	 
	 	 	 
	 	C	 







	 	 	where -






	 	A =  	 	the number of Performance Shares originally conditionally
awarded to him in the Award;




 









 











			
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	 	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 OF SHARE APPRECIATION RIGHTS
	 
	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 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)




 









 











			
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	 	 	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 the granting of an Allocation.
	 
	15.5	 	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.
	 
	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 Date is
reached, whichever occurs first. Any Share Appreciation Rights which have not vested as at
the Maximum Date shall be reacquired.
	 
	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






 











 





			
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	 	 	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 -
	 
	 	 	          A=(B-C)÷B
	 
	 	 	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;






	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
	 
	18.1	 	Subject to 1.1.68, if a Participant ceases to be employed by the Group by reason of a No
Fault Termination:
	 
	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




 









 











			
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	 	 	vested and then
Settled to him on the Date of Termination of Employment, 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, unless the Board
determines otherwise.
	 
	18.2	 	Any Allocation in respect of which Share Appreciation Rights are not so Settled shall be
deemed to have been reacquired;
	 
	18.3	 	Subject to 1.1.68, 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 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
	 
	 	 	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
	 
	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




 









 











			
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	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;
	 
	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.
	 
	20.5	 	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.
	 
	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




 









 











			
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	 	 	Employee. An 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	 	An 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 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 Granted 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




 









 











			
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	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 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
	 
	24.1	 	Subject to 1.1.68, if a Participant ceases to be employed by the Group by reason of a No
Fault Termination:
	 
	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, 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, unless the Board determines otherwise.
	 
	24.2	 	Any Grant in respect of which Restricted Shares are not so Settled shall be deemed to have
been reacquired;
	 
	24.3	 	Subject to 1.1.68, 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.





PART 6 — GENERAL





	25	 	PARTICIPATION BY EXECUTIVE DIRECTORS
	 
	 	 	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




 









 











			
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	 	 	and
confirmed by the Remuneration Committee of the Board as constituted from time to time.
	 
	26	 	INSOLVENCY
	 
	26.1	 	A Performance Share, Share Appreciation Right and Restricted Share 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.
	 
	27	 	POOR PERFORMANCE AND DISCIPLINARY PROCEDURES
	 
	 	 	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 13.2, 18.3 and 24.3 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 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




 









 











			
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	 	 	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
	 
	30.1.3	 	have acquired,
	 
	 	 	Performance Shares, Share Appreciation Rights or Restricted Shares being the subject of
any Award, Allocation or Grant.
	 
	31	 	ADJUSTMENTS
	 
	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 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 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 31.4 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




 









 











			
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	 	 	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	 	Subject to 31.4, 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.
	 
	31.4	 	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 1.1.68) 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.
	 
	32	 	REACQUISITION
	 
	 	 	If, in terms of any provision of this Plan, any Award, Allocation, Grant, Performance Share,
Share Appreciation Right, or Restricted Share is deemed to have been reacquired, the Company
is hereby irrevocably and in rem suam nominated, 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




 









 











			
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	 	 	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	 	LISTING 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 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
	 
	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 the Company in general
meeting -
	 
	35.1.1	 	the definition of Eligible Employees;
	 
	35.1.2	 	the definition of Allocation Price;




 









 











			
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	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 provisions of this 35.
	 
	35.2	 	Without derogating from the provisions of 35.1, if it should become necessary or 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	 	Save as otherwise expressly provided in this Deed (including 37.14), should any dispute of
whatever nature arise in regard to the interpretation or effect, or the validity,
enforceability or rectification (whether in whole or in part) of, or the respective rights or
obligations of the parties under, or a breach or termination or cancellation of, this Deed,
then the dispute shall, unless the parties thereto otherwise agree in writing, be referred to
the Board for determination
	 
	37.2	 	Failing resolution by the Board, the dispute shall be referred to an expert (“Expert”) in
accordance with the remaining provisions of this 37.
	 
	37.3	 	The Expert shall -
	 
	37.3.1	 	if the matter in issue is primarily an accounting matter, be an independent practising
chartered accountant of not less than fifteen years standing;
	 
	37.3.2	 	if the matter in issue is primarily a legal matter, be a practising senior counsel of not
less than five years’ standing as such and practising at the Johannesburg




 









 











			
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	 	 	bar;
	 
	37.3.3	 	if the matter in issue is any other matter, be an independent accountant or be a senior
counsel as envisaged in 37.3.1 or 37.3.2 or be any other independent person,
	 
	 	 	agreed upon by the parties to the dispute or, failing agreement within fourteen days
after the dispute arises, appointed by the President for the time being of the South
African Institute of Chartered Accountants or his successor-in-title at the request of
any party to the dispute.
	 
	37.4	 	The Expert selected as aforesaid shall in all respects act as an expert and not as an
arbitrator.
	 
	37.5	 	The Expert shall be vested with entire discretion as to the procedure to be followed in
arriving at his decision. It shall not be necessary for the Expert to observe or carry out
either the strict rules of evidence or any other legal formalities or procedures, but the
Expert shall be bound to follow principles of law in deciding matters submitted to him.
	 
	37.6	 	The Expert shall have the power, inter alia, to -
	 
	37.6.1	 	investigate or cause to be investigated any matter, fact or thing which he considers
necessary or desirable in connection with the dispute and, for that purpose, shall have the
widest powers of investigating all the books, records, documents and other things in the
possession of any party to the dispute or the Company, the right to take copies and/or make
extracts therefrom and the right to have them produced and/or delivered at any place
reasonably required by him for the aforesaid purposes;
	 
	37.6.2	 	interview and question under oath any of the parties to the dispute or other parties,
including the right to cross examine such parties;
	 
	37.6.3	 	summon witnesses;
	 
	37.6.4	 	record evidence;
	 
	37.6.5	 	make an interim award;
	 
	37.6.6	 	make an award regarding legal fees/costs and the Expert’s remuneration. If he fails or
declines to do so, then each of the parties to the dispute shall bear and pay its own costs.
Until such time as the Expert’s decision is given, the parties to the dispute shall bear and pay such costs in equal Shares;
	 
	37.6.7	 	call for the assistance of any other person who he may deem necessary to assist him in
arriving at his decision;
	 
	37.6.8	 	exercise any additional powers which may be exercised by an arbitrator in terms of the
Arbitration Act as amended.




 









 











			
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	37.7	 	Any hearing by the Expert shall be held in Johannesburg unless the Expert determines that it
is more convenient or equitable that the hearing or any part thereof (including, but without
limitation, the taking of evidence) be held elsewhere, in which event the hearing (or the
relevant part thereof) shall be held in the place so determined by the Expert.
	 
	37.8	 	The parties shall use their best endeavours to procure that the decision of the Expert shall
be given within thirty days or so soon thereafter as is possible after it has been demanded.
	 
	37.9	 	The decision of the Expert shall be final and binding on all parties affected thereby, shall
be carried into effect and may be made an order of any competent court at the instance of any
party to the dispute.
	 
	37.10	 	This clause constitutes an irrevocable consent by the Company, the Trustees and all
Participants and Eligible Employees to any proceedings in terms thereof and no such party
shall be entitled to withdraw therefrom or to claim at any such proceedings that it is not
bound by this clause.
	 
	37.11	 	This clause shall not preclude any party from obtaining relief by way of motion proceedings
on an urgent basis or from instituting any interdict, injunction or any similar proceedings in
any court in the RSA (and not in any other jurisdiction) pending the decision of the Expert.
	 
	37.12	 	Subject to 37.6.8, the provisions of the Arbitration Act as amended shall not apply in
respect of this clause or any other provision of this Deed.
	 
	37.13	 	This clause is severable from the rest of this Deed and shall remain in effect even if this
Deed is terminated for any reason.
	 
	37.14	 	Notwithstanding anything to the contrary contained herein, any dispute as to whether or not
a Participant has met the Performance Criteria specified in an Award Letter have been met
shall be determined by the Board in their sole and absolute discretion shall not be referred
to an expert in terms of this 37 and the decision of the Board shall be final and binding
	 
	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
	 
	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 -
	 
	40.2.1	 	appoint the Secretary as Compliance Officer of the Plan in terms of section 144A




 









 











			
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	 	 	of the Act and comply with the provisions of section 144A of the Act;
	 
	40.2.2	 	comply with section 93 of the Act;
	 
	40.2.3	 	ensure compliance with Schedule 14, paragraph 14.13 of the Listings Requirements of the JSE.
	 
	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.
	 
	41.3	 	Subject to the provisions of 37, the Company and all Eligible Employees hereby consent and
submit to the jurisdiction of the Witwatersrand Local Division of the High Court in respect of
any dispute or claim arising out of or in connection with this Plan.





	 	 	 	 	 
	 	Signed at               on                2007



For and on behalf of Harmony Gold Mining Company Limited

 	 
	 	
 	 
	 	who warrants that he is duly 	 
	 	authorised hereto 	 



 









 






	 	 	 	 	 



			
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These Rules was duly adopted at a meeting of Harmony Gold Mining Company Limited held at
_______________ on _______________.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Chairman of the Meeting