Exhibit 4.23

NOTARIAL AUTHENTICATION CERTIFICATE

TO ALL WHOM THESE PRESENTS SHALL COME

ROELOF EMILE BONNET

Notary Public, residing and practising atJohannesburg, in the Province of Gauteng, Republicof South Africa, by lawful authority duly admittedand sworn, do hereby certify and attest that I waspersonally present and did witness -

GERARD HENDRIKKEMP IdentificationNumber 540911 5064 089;

ROBERT ALEX LLEWELLYNATKINSONIdentification Number520119 5192 08 2;

both being the signatories named in theShareholders Agreement annexed hereto, duly signand execute the said Agreement at the places andon the dates recorded therein and that the namesand signatures of Gerard Hendrik Kemp and RobertAlex Llewellyn Atkinson thereto subscribed is ofthe proper and respective handwriting of the saidGerard Hendrik Kemp and Robert Alex LlewellynAtkinson.

In testimony whereof, I, the Notary, have hereuntosubscribed my name and set and fixed my seal ofoffice at JOHANNESBURG aforesaid on this the18^th day of December in the year 2007(two thousand and seven).

Quod attestor

NOTARY PUBLIC

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TABLE OF CONTENTS

1 INTERPRETATION ......................................................... 32 INTRODUCTION. 123 CONDITIONS PRECEDENT ................................................... 124 INCONSISTENCY WITH MEMORANDUM AND ARTICLES ............................. 135 SHARE CAPITAL .......................................................... 146 NOMINEE ................................................................ 147 THE COMPANY ............................................................ 148 DIRECTORS, ........................... 159 SHAREHOLDERS’ MEETINGS ................................................. 2010 APPROVAL BY THE SHAREHOLDERS ........................................... 2111 RESTRICTIONS ........................................................... 2212 FINANCING OF THE COMPANY ............................................... 2613 LOAN FINANCING ......................................................... 2714 EQUITY FINANCING ....................................................... 2915 MANAGEMENT OF THE COMPANY .............................................. 3216 ANNUAL BUDGET .......................................................... 33 ..17 DIVIDEND POLICY ........................................................ 34 ..18 TRANSFER OF SHARES-GENERAL PROVISIONS .................................. 34 ..19 TRANSFER OF SHARES- PRE-EMPTIVE RIGHTS ................................. 35 ..20 LOCK-IN PERIOD AND INITIAL TRANSFER OF SHARES BY PAMODZI ............... 39 ..21 COME ALONG/TAG ALONG ................................................... 39 ..22 DEEMED OFFERS .......................................................... 41 ..23 RELEASE FROM SURETY OBLIGATIONS ........................................ 44 ..24 TRANSFERS WITHIN GROUP ................................................. 44 ..25 FAIR MARKET VALUE ...................................................... 45 ..26 ADMISSION AND EXIT OF SHAREHOLDERS ..................................... 46 ..27 UNDERTAKINGS BY THE SHAREHOLDERS ....................................... 46 ..28 RELATIONSHIP OF THE PARTIES ............................................ 47 ..29 CONFIDENTIALITY AND PUBLICITY .......................................... 47 ..30 BREACH ................................................................. 49 ..31 DURATION ............................................................... 49 ..32 EFFECT OF TERMINATION .................................................. 49 ..33 DISPUTE RESOLUTION, ...... 49 ..34 NOTICES AND DOMICILIA .................................................. 51 ..35 BENEFIT OF THE AGREEMENT ............................................... 53 ..36 APPLICABLE LAW AND JURISDICTION ........................................ 53 ..37 GENERAL ................................................................ 54 ..38 COSTS .................................................................. 55 ..39 SIGNATURE .............................................................. 56 ..

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WHEREBY THE PARTIES AGREE AS FOLLOWS -

1 INTERPRETATION

1.1 In this Agreement -

1.1.1 clause headings are for convenience only andare not to be used in its interpretation;

1.1.2 an expression which denotes -

1.1.2.1 any gender includes the other genders;

1.1.2.2 a natural person includes a juristic person and vice versa; and

1.1.2.3 the singular includes the plural and vice versa.

1.2 In this Agreement, unless the context indicates a contraryintention, the following words and expressions bear the meanings assigned tothem and cognate expressions bear corresponding meanings -

1.2.1 “Acting in Concert” means “acting in concert” as that term isdefined as at the Signature Date in the Securities Regulation Code on Takeoversand Mergers and the Rules of the Securities Regulation Panel, as at theEffective Date;

1.2.2 “AFSA” means the Arbitration Foundation of Southern Africa;

1.2.3 “Agreement” means this shareholders agreement;

1.2.4 “Annual Budget” means the annual budget of the Company approvedin terms of clause 16;

1.2.5 “Board” means the board of Directors;

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1.2.6 “Business” shall have the meaning ascribed thereto in the Saleof Business Agreement;

1.2.7 “Cash Equivalent” means cash (in South African currency) in anamount equal to the volume weighted average price at which the Listed Securitiestraded on a recognised securities exchange, being its primary listing, for the30 (thirty) day period during which the Listed Securities traded immediatelypreceding the date of the First Shareholder Offer, multiplied by the number ofListed Securities. To the extent necessary, the Cash Equivalent shall beconverted to South African currency at the arithmetic average of the bidand offer rates quoted by any representative of Absa Bank Limited as at10h00 on the date of the First Shareholder Offer;

1.2.8 “Claims” means all amounts of any nature whatsoever owing by theCompany to the Shareholders from time to time, whether by way of loan account orotherwise, whether in contract or in delict, actual or contingent, and includesany interest accrued thereon;

1.2.9 “Companies Act” means the Companies Act, 1973;

1.2.10 “Company” means Clidet No 726 (Proprietary) Limited, registration number2007/607531/07, a limited liability private company duly incorporated inthe Republic of South Africa;

1.2.11 “Conditions Precedent” means the conditions set out in clause 3;

1.2.12 “Control” means the ability, by virtue of ownership, rights ofappointment, voting rights, management agreement, or other agreement of anykind, to control or direct, directly or indirectly, the appointment of themajority of the board or the majority of any other executive body orto control or direct, directly or indirectly, any decision making processor

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the management of any company or entity or appointee, and“Controlled” shall have a corresponding meaning;

1.2.13 “Corporate Shareholder” means any Shareholder that is not an IndividualShareholder;

1.2.14 “CPIX” means the average annual rate of change (expressed as a percentage) inthe Consumer Price Index, excluding interest rates on mortgage bonds, for allmetropolitan areas as published in the Government Gazette by StatisticsSouth Africa, or such other index reflecting the official rate of inflation inthe Republic of South Africa as may replace it, which annual change shall bedetermined by comparing the most recently published index with the indexpublished in respect of the corresponding month in the previous year;

1.2.15 “Directors” means directors of the Company;

1.2.16 “Effective Date” shall have the meaning ascribed thereto in the Sale ofBusiness Agreement;

1.2.17 “Equity” means a Shareholder’s Shares and Claims;

1.2.18 “Fair Market Value” means, in respect of the Company or any Equity, the fairmarket value thereof as agreed or determined in accordance with clause 25;

1.2.19 “Harmony” means Harmony Gold Mining Company Limited, registration number1950/038232/06, a limited liability public company duly incorporated inthe Republic of South Africa;

1.2.20 “IFRS” means International Financial Reporting Standards as issued by theBoard of the International Accounting Standards Committee from time to time;

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1.2.21 “Independent Auditors” means such independent auditors as may be agreed between the relevantShareholders, or failing agreement within 10 (ten) business days from the date of a request byany Shareholder for such agreement, appointed by the Executive President for the time being ofthe South African Institute of Chartered Accountants from one of the 4 (four) largestindependent firms of auditors in South Africa at the time;

1.2.22 “Independent Merchant Bank” means such independent merchant bank as may be agreed betweenthe relevant Shareholders, or failing agreement within 10 (ten) business days from the date ofa request by any Shareholder for such agreement, appointed by the auditors of the Company forthe time being;

1.2.23 “Independent Third Party” means, in respect of any Shareholder, an entity which is not aRelated Party of, or which is not Controlled by, such Shareholder;

1.2.24 “Indexed” means in relation to any sum, that sum adjusted annually at the end of eachfinancial year of the Company to take account of year- on-year changes in the CPIX. In theevent of a dispute between the Parties as to any adjustment, such dispute will be referred tothe Independent Auditors for determination, who shall act as experts and not as arbitrators.If the basis of computation of CPIX is at any time changed from the basis of computation atthe Signature Date, then CPIX shall be adjusted as far as possible to take account of suchdifferences in the basis of computation;

1.2.25 “Individual Shareholder” means any Shareholder who is a natural person;

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1.2.26 “Investco” means ARMgold/Harmony Joint Investment Company (Proprietary)Limited, registration number 2002/032163/07, a limited liability private companyduly incorporated in the Republic of South Africa;

1.2.27 “Issued Shares” means the issued share capital of the Company from time totime;

1.2.28 “Listed Securities” means securities listed on a recognised securitiesexchange;

1.2.29 “Majority of the Shareholders” shall have the meaning ascribed thereto inclause 10.1;

1.2.30 “Material Minority Shareholder” means a shareholder holding not less than 20%(twenty percent) of the Issued Shares;

1.2.31 “Nominee” means a company incorporated in Mauritius to benominated by Pamodzi, by written notice to the other Parties, at any time priorto the Effective Date, provided that the majority of the issued share capital,and the majority of the voting rights and economic benefits in and to the sharecapital, of the Nominee shall be held by PRF;

1.2.32 “Pamodzi” means Clidet No 770 (Proprietary) Limited, registration number2007/012390/07, a limited liability private company duly incorporated inthe Republic of South Africa;

1.2.33 “Parties” means the parties to this Agreement;

1.2.34 “Potential Shareholders” means the person or persons referred to in clause20.2;

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1.2.35 “PRF” means Pamodzi Resources Fund I L.P., a limited partnership establishedin the Cayman Islands;

1.2.36 “Prime Rate” means the publicly quoted basic rate of interest, compoundedmonthly in arrears and calculated on a 365 (three hundred and sixty five) dayyear irrespective of whether or not the year is a leap year, from time to timepublished by Absa Bank Limited as being its prime overdraft rate, as certifiedby any representative of that bank whose appointment and designation it will notbe necessary to prove;

1.2.37 “Rand Equivalent” shall have the meaning ascribed thereto in the Sale ofBusiness Agreement;

1.2.38 “Randfontein” means Randfontein Estates Limited, registration number1889/000251/06, a limited liability public company duly incorporated in theRepublic of South Africa;

1.2.39 “Related Party” means a “related party” as that term is defined as at theSignature Date in paragraph 10.1 of the Listings Requirements of the securitiesexchange owned and operated by the JSE Limited;

1.2.40 “Sale of Business Agreement” means the agreement headed “Sale of BusinessAgreement” entered or to be entered into between Randfontein, theCompany and Pamodzi, in terms of which Randfontein will sell the Business as agoing concern to the Company;

1.2.41 “Sale of Shares and Claim Agreement” means the agreement headed “Sale ofShares and Claim Agreement” entered or to be entered into between Randfontein,Investco and Pamodzi, in terms of which Randfontein and investco will sell60% (sixty percent) of Investco’s shares in, and 60% (sixty percent) ofRandfontein’s claim on loan account against the Company, to Pamodzi;

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1.2.42 “Shareholders” means the holders of Shares from time to time;

1.2.43 “Shares” means ordinary shares of R1.00 (one rand) each in the sharecapital of the Company;

1.2.44 “Signature Date” means the date of signature of this Agreement by theParty last signing; and

1.2.45 “Special Majority of the Shareholders” shall have the meaningascribed thereto in clause 10.2.

1.3 Any substantive provision, conferring rights or imposing obligations on a Party and appearingin any of the definitions in this clause 1 or elsewhere in this Agreement, shall be given effectto as if it were a substantive provision in the body of the Agreement.

1.4 Words and expressions defined in any clause shall, unless the application of any such word orexpression is specifically limited to that clause, bear the meaning assigned to such word orexpression throughout this Agreement.

1.5 Subject to clauses 1.6 and 1.8, defined terms appearing in this Agreement in title caseshall be given their meaning as defined, while the same terms appearing in lower case shall beinterpreted in accordance with their plain English meaning.

1.6 The terms “holding company” and “subsidiary” shall bear the meanings assigned thereto in theCompanies Act.

1.7 A reference to any statutory enactment shall be construed as a reference to that enactment asat the Signature Date and as amended or substituted from time to time.

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1.8 Reference to “days” shall be construed as calendar days unlessqualified by the word “business”, in which instance a “business day” shall beany day other than a Saturday, Sunday or public holiday as gazetted by thegovernment of the Republic of South Africa from time to time. Any reference to“business hours” shall be construed as being the hours between 08h30 and 17h00on any business day. Any reference to time shall be based upon South AfricanStandard Time.

1.9 Unless specifically otherwise provided, any number of daysprescribed shall be determined by excluding the first and including the last dayor, where the last day falls on a day that is not a business day, the nextsucceeding business day.

1.10 Where figures are referred to in numerals and in words, and thereis any conflict between the two, the words shall prevail, unless the contextindicates a contrary intention.

1.11 No provision herein shall be construed against or interpreted tothe disadvantage of a Party by reason of such Party having or being deemed tohave structured, drafted or introduced such provision.

1.12 The expiration or termination of this Agreement shall not affectsuch of the provisions of this Agreement as expressly provide that they willoperate after any such expiration or termination or which of necessity mustcontinue to have effect after such expiration or termination, notwithstandingthat the clauses themselves do not expressly provide for this.

1.13 The use of any expression in this Agreement covering a processavailable under South African law, such as winding-up, shall, if any of theParties to this Agreement is subject to the law of any other jurisdiction, beconstrued as including any equivalent or analogous proceedings under the law ofsuch other jurisdiction.

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1.14 The words “include” and “including” mean “include withoutlimitation” and “including without limitation”. The use of the words“include” and “including” followed by a specific example or examples shall notbe construed as limiting the meaning of the general wording preceding it.

1.15 Whenever any person is required to act “as an expert and not asan arbitrator” in terms of this Agreement, then -

1.15.1 the determination of the expert shall (in the absence of manifest error) befinal and binding;

1.15.2 subject to any express provision to the contrary, the expert shall determinethe liability for his or its charges, which shall be paid accordingly;

1.15.3 the expert shall be entitled to determine such methods and processes as he orit may, in his or its sole discretion, deem appropriate in the circumstancesprovided that the expert may not adopt any process which is manifestly biased,unfair or unreasonable;

1.15.4 the expert shall consult with the relevant Parties (provided that the extentof the expert’s consultation shall be in his or its sole discretion)prior to rendering a determination; and

1.15.5 having regard to the sensitivity of any confidential information, the expertshall be entitled to take advice from any person considered by him or it to haveexpert knowledge with reference to the matter in question.

1.16 Any reference in this Agreement to “this Agreement” or any otheragreement or document shall be construed as a reference to this Agreement or, asthe case may be, such other agreement or document as amended, varied, novated orsupplemented from time to time.

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2 INTRODUCTION

2.1 On the Effective Date, Investco will hold 40%(forty percent), and Pamodzi (either itself or collectively with thePotential Shareholders) will hold 60% (sixty percent), of the aggregateEquity.

2.2 The Parties wish to record in writing the termsand conditions applicable to the relationships between the Shareholdersinter se and between the Shareholders and the Company, and mattersancillary thereto.

3 CONDITIONS PRECEDENT

3.1 Save for clauses 1 to 3, clause 20 and clauses29 to 38 (both inclusive), all of which will become effectiveimmediately, this Agreement is subject to the fulfilment of theconditions precedent that -

3.1.1 by not later than 17h00 on 30 June 2008, theSale of Business Agreement has been entered into by the parties theretoand such agreement has become unconditional in accordance with itsterms, save for any condition requiring that this Agreement becomesunconditional; and

3.1.2 by not later than 17h00 on 30 June 2008, theSale of Shares and Claim Agreement has been entered into by the partiesthereto and such agreement has become unconditional in accordance withits terms, save for any condition requiring that this Agreement becomesunconditional.

3.2 All Parties shall use their commerciallyreasonable endeavours and the Parties will co-operate in good faith toprocure the fulfilment of the Conditions Precedent as soon asreasonably possible after the Signature Date.

3.3 The Conditions Precedent have been inserted for the benefit of all the

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Parties, which will be entitled to waive fulfilment of any of the said ConditionsPrecedent, in whole or in part, by written agreement between them prior to the expiry ofthe relevant time periods set out in clause 3.1.

3.4 Each of Investco and Pamodzi shall be entitled from time to time to extend the due date forfulfilment of either or both of the Conditions Precedent by written notice to that effect tothe other of them, provided however that the aggregate of such extensions in respect of eitherof the Conditions Precedent shall not be more than 20 (twenty) business days.

3.5 Unless all the Conditions Precedent have been fulfilled or waived by not later than therelevant dates for fulfilment thereof set out in clause 3.1 (or such later date or dates asmay be determined in terms of clause 3.4 and/or as may be agreed in writing between theParties before the aforesaid date or dates), the provisions of this Agreement, save forclauses 1 to 3 and clauses 29 to 38 (both inclusive) which will remain of full force andeffect, will never become of any force or effect and the status quo ante will be restored asnear as may be possible and none of the Parties will have any claim against the others interms hereof or arising from the failure of the Conditions Precedent, save for any claimsarising from a breach of clause 3.2.

4 INCONSISTENCY WITH MEMORANDUM AND ARTICLES

Should there be any inconsistency between the provisions of this Agreement and the Company’sMemorandum and Articles of Association, then the provisions of this Agreement will prevail.Should any Shareholder so request in writing the Shareholders shall expeditiously amend theprovisions of the Company’s Memorandum and Articles of Association to remove any suchinconsistency.

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5 SHARE CAPITAL

5.1 As at the Signature Date -

5.1.1 the authorised share capital of theCompany is R1,000.00 (one thousand rand) divided into 1,000(one thousand) Shares;

5.1.2 the issued share capital of theCompany is R100.00 (one hundred rand) divided into 100 (onehundred) Shares;

5.1.3 the authorised and issued Shares rank pari passu in all respects; and

5.1.4 the issued Shares are held by and registered in the name of Investco.

5.2 As soon as reasonably possible afterthe Signature Date, the Parties shall take all such steps asmay be necessary to increase the authorised share capital ofthe Company to R100,000.00 (one hundred thousand rand)divided into 100,000 (one hundred thousand) Shares.

5.3 As at the Effective Date, the issued Shares will be held as follows -

Shareholder Shares Percentage—— —— —

Investco 400 600 40% 60%Pamodzi (either itself or collectively withthe Potential Shareholders)—— —— —

Totals 1000 100%

—— —— —

6 NOMINEE

It is recorded that, whilst Pamodzi will be the registered holder of Shares as at the EffectiveDate, such Shares will be beneficially owned by the Nominee.

7 THE COMPANY

7.1 As soon as reasonably possible after the Effective Date, the Parties shall take all steps andprocure the passing of such resolutions as may be

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necessary to procure that -

7.1.1 the registered office of the Company will be at Pamodzi House,1^st Floor, 5 Willowbrook Close, Melrose North, Athoi;

7.1.2 the auditors of the Company will be such firm of auditors as may beagreed between Pamodzi and investco between the Signature Date and theEffective Date; and

7.1.3 the Company’s financial year will end on the last day of June ineach year.

7.2 The details of the Company as contained in clause 7.1 may not be changedor amended unless approved by a Majority of the Shareholders (save anychange in the auditors of the Company which will be subject to theprovisions of clause 11.1.21) or, where required in terms of the CompaniesAct, by way of a special resolution.

8 DIRECTORS

8.1 The following provisions will apply to the appointment,removal and replacement of Directors -

8.1.1 the Board will, until otherwise agreed in writingbetween the Shareholders, consist of not more than 12 (twelve) Directors;

8.1.2 Pamodzi, for so long as it holds not less than 50.1% (fiftypoint one percent) of the Issued Shares, will be entitled but not obliged toappoint 5 (five) Directors (as non-executive Directors), and to remove, replaceor fill any vacancy in such Directors. Should Pamodzi hold less than 50.1%(fifty point one percent) of the Issued Shares, the provisions of clause 8.1.4shall apply to Pamodzi;

8.1.3 Investco, for so long as it holds not less than 40% (forty percent) of the

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Issued Shares, will be entitled but not obliged to appoint 4 (four)Directors (as non-executive Directors), and to remove, replace or fill anyvacancy in such Directors. Should Investco hold less than 40% (fortypercent) of the Issued Shares, the provisions of clause 8.1.4 shall applyto Investco;

8.1.4 save as provided in clauses 8.1.2 and 8.1.3, each Shareholder willbe entitled but not obliged to appoint 1 (one) Director (as a non-executiveDirector) for each complete 15% (fifteen percent) of the Issued Shares held bythat Shareholder, and to remove, replace or fill any vacancy in such Director;

8.1.5 the Shareholders will, by way of a Special Majority of theShareholders, be obliged to appoint a Chairman (who will be an independent non-executive Director) and a Chief Executive Officer and Chief Financial Officer(who will be executive Directors) and to remove, replace or fill any vacancy insuch Directors;

8.1.6 any Shareholder holding more than 25% (twenty five percent) of theIssued Shares shall be entitled, at any time, to request the Shareholders to votein favour of the removal of any of the directors referred to in clause 8.1.5and the Shareholders hereby undertake to vote in favour of

such removal, provided that both Investco and Pamodzi hereby undertake toact reasonably at all times in this regard;

8.1.7 Shareholders will by unanimous agreement in writing be entitled toappoint such further Directors as they may decide;

8.1.8 each Director will be entitled to appoint, remove or replace oneor more alternate Directors and the Shareholders undertake to vote (and toprocure that their nominees and appointees vote) in favour of the appointment,removal or replacement of such alternate Directors;

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8.1.9 if a Shareholder disposes of all the Shares held by it, that Shareholder shall be obliged toprocure, as a condition to the transfer of such Shares, the resignation of all Directorsappointed by it;

8.1.10 any appointment, removal or replacement of Directors pursuant to the provisions hereof willbe by written notice to the Company and will take effect as soon as such notice is received atthe Company’s registered office;

8.1.11 a Shareholder who removes any Director appointed by it hereby indemnifies and holdsharmless the Company against any claim instituted by such Director as a result of his removalfrom office and all costs arising from such claim;

8.1.12 in the event of the removal of a Director appointed by a Shareholder in terms of anyapplicable law, the resulting vacancy will only be filled by the Shareholder by whom suchDirector was appointed; and

8.1.13 each Shareholder appointing a Director and each Director appointing an alternate Directorshall, forthwith upon such appointment, procure that the relevant Director -

8.1.13.1 provides the Company in writing with his physical address, postal address, a facsimilenumber, an email address and a telephone number for all purposes hereunder; and

8.1.13.2 signs a deed of adherence binding himself to the provisions of this Agreement.

8.2 The Chairman shall not have a second or casting vote in addition to his deliberative vote atmeetings of either Directors or Shareholders.

8.3 The following provisions will apply to meetings of Directors -

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8.3.1 a quorum at meetings of Directors will consist of at least amajority of the Directors in office from time to time, provided that there willbe no quorum unless at least one Director appointed by each of Investco andPamodzi (for so long as they have at least 1 (one) appointee on the Board) ispresent and provided further that due and proper notice of the meeting (whichnotice shall include the agenda and, if possible, any resolution to be proposedat the meeting) shall have been given to all the Directors;

8.3.2 if within half an hour (or such longer period as those present mayagree) after the time appointed for the meeting a quorum is not present, themeeting will stand adjourned to the same day of the next week (or if that day isnot a business day, the following business day) at the same time and place.Written notice of such adjourned meeting (incorporating an agenda) shall be givento all Directors not less than 48 (forty eight) hours before such adjournedmeeting is to be held;

8.3.3 if at such adjourned meeting a quorum is not present within halfan hour (or such longer period as those present may agree) after the timeappointed for the meeting, the Directors present will constitute a quorum. Nobusiness may be conducted at the adjourned meeting save for business specified onthe agenda or unless all the Directors are present at such adjourned meeting andunanimously agree that such business may be conducted;

8.3.4 not less than 7 (seven) days’ written notice of Directors meetingswill be given to all Directors, provided that shorter notice, being not less than48 (forty eight) hours before such meeting is to be held, may be given if in thereasonable opinion of any Director an urgent decision of the Board is required.Any Director will by written notice to the Company at

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its registered office from time to time have the right to convene meetingsof the Board;

8.3.5 a resolution in writing (whether recorded in one or moredocuments) signed and dated by all the Directors or their alternates indicatingtheir approval of the resolution, shall be valid and effective as if passed at aduly convened meeting of the Board;

8.3.6 the Directors may, if they think fit, confer by radio,telephone, dosed circuit television, video conferencing or other electronicmeans of audio or audio/visual communication (“Conference”). Notwithstandingthat the Directors are not present together in one place at the time of theConference, a resolution passed by Directors constituting a quorum at such aConference shall, provided such resolution is recorded in writing and confirmedat the next meeting of the Board, be deemed to have been passed at a meeting ofthe Board held on the day on which and at the time at which the Conference washeld. The provisions of this Agreement relating to proceedings of Directorsapply so far as they are capable of application mutatis mutandis to suchConferences; and

8.3.7 meetings of the Board will be held regularly but not lessfrequently than 4 (four) times per annum. The venue of the meetings of the Boardwill be at the registered office of the Company or such other venue as the Boardmay determine from time to time.

8.4 The following provisions shall apply to voting by Directors -

8.4.1 each Director appointed by a single Shareholder shall have somany votes on all matters submitted to the Board as is equal to the number ofShares held by the Shareholder by whom the relevant Director was appointed,divided by the number of Directors appointed by the Shareholder present andvoting at the meeting;

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8.4.2 each of the Chairman, Chief Executive Officer and ChiefFinancial Officer shall have 1 (one) vote on all matters submitted to the Board;

8.4.3 save as otherwise provided in this Agreement, all resolutions ofthe Board will be validly passed by a simple majority; and

8.4.4 should the Board be unable to pass or reach a decision on anyproposed resolution then that resolution will be deemed to constitute adeadlock. Such a deadlock between the Directors will not afford a ground forthe winding up of the Company but will, at the request of any Director, besubmitted to the Shareholders for consideration.

9 SHAREHOLDERS’ MEETINGS

9.1 All meetings of the Shareholders will be called upon 14(fourteen) days’ prior written notice, unless a longer period is required interms of the Companies Act, or unless all the Shareholders agree in writing toshorten or waive the notice period.

9.2 A quorum at meetings of Shareholders will be at least a Majorityof the Shareholders represented or present in person or by proxy, subject toInvestco and Pamodzi (for so long as they hold more than 25% (twenty fivepercent) of the Issued Shares) being included in such Majority of theShareholders and provided that due and proper notice of the meeting (whichnotice shall include the proposed agenda and, if possible, any resolution to beproposed at the meeting) shall have been given to all Shareholders.

9.3 If within half an hour (or such longer period as those presentmay agree) after the time appointed for the meeting a quorum is not present, themeeting will stand adjourned to the same day of the next week (or if that day isnot a business day, the following business day) at the same time

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and place. Written notice of such adjourned meeting (incorporating an agenda)shall be given to all Shareholders not less than 48 (forty eight) hoursbefore such adjourned meeting is to be held.

9.4 If at such adjourned meeting a quorum is not present within half anhour (or such longer period as those present may agree) after the time appointedfor the meeting, any Shareholder who is not present at such adjourned meetingshall irrevocably and unconditionally be deemed to have appointed the otherShareholder who is so present, as the agent and proxy for and on behalf of suchabsent Shareholder, on the basis that such agent and proxy shall vote against allresolutions to be proposed at such adjourned meeting. No business may beconducted at the adjourned meeting save for business specified on the agenda orunless all the Shareholders are present or represented at such adjourned meetingand unanimously agree that such business may be conducted.

9.5 Save in respect of special resolutions and as otherwise provided inthis Agreement, all resolutions of the Shareholders will be validly passed by aMajority of the Shareholders, and each Shareholder shall have 1 (one) vote forevery Share held by that Shareholder.

9.6 Any Shareholder may appoint any person to act as the Shareholder’sproxy by written authority signed by or on behalf of the Shareholder.

9.7 Should the Shareholders be unable to reach a decision on any matterthen a deadlock will be deemed to exist between the Shareholders. Such adeadlock between the Shareholders will not afford a ground for the winding up ofthe Company and the status quo will be preserved.

10 APPROVAL BY THE SHAREHOLDERS

10.1 Where in this Agreement the approval of the Majority of the Shareholder

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is required, that approval may be obtained either by -

10.1.1 Shareholders holding more than 50% (fifty percent) of all the voting rights in the Companyagreeing in writing to the relevant proposal (whether in one or more documents); or

10.1.2 Shareholders holding more than 50% (fifty percent) of all of the voting rights in theCompany voting in favour of the relevant proposal.

10.2 The principles contained in clause 10.1 will apply to the approval of a Special Majority ofthe Shareholders, provided that the “more than 50% (fifty percent)” threshold will beincreased to “not less than 75% (seventy five percent)”.

10.3 Notwithstanding the provisions of clauses 10.1 and 10.2, should the Companies Act requirethat any matter be approved by shareholders, such approval must be obtained at a duly convenedand constituted meeting of the Shareholders, or by way of a resolution (whether recorded inone or more documents) signed by or on behalf of all the Shareholders, provided that specialresolutions or resolutions required by the Companies Act to be approved in general meeting mayonly be passed at a duly convened and constituted meeting of the Shareholders.

11 RESTRICTIONS

11.1 Notwithstanding anything to the contrary contained in this Agreement and in addition to othermatters separately specified in this Agreement as requiring approval by a Special Majority ofthe Shareholders, no action will be taken by either the Shareholders or the Directors, and thepowers of the Board will be limited so that it will not have the power to take any action, inregard to the undermentioned matters without the approval of a Special Majority of theShareholders -

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11.1.1 the disposal or transfer (whether directly or through a subsidiary or other vehicle) of thewhole or substantially the whole of the undertaking or the assets of the Company;

11.1.2 the disposal or transfer (whether directly or through a subsidiary or other vehicle) of anyasset of the Company, or any right or interest in any such asset, having a fair market value,determined mutatis mutandis in accordance with the provisions of clause 25, in excess of theRand Equivalent of US$40,000,000.00 (forty million United States dollars);

11.1.3 at any time prior to the 1^st (first) anniversary of the Effective Date, theestablishment, acquisition or purchase of any business, share, asset or other investment, orany right or interest therein, having a fair market value, determined mutatis mutandis inaccordance with the provisions of clause 25, in excess of the Rand Equivalent ofUS$40,000,000.00 (forty million United States dollars);

11.1.4 at any time after the 1^st (first) anniversary of the Effective Date, theestablishment, acquisition or purchase of any business, share, asset or other investment, orany right or interest therein, having a fair market value, determined mutatis mutandis inaccordance with the provisions of clause 25, in excess of the Rand Equivalent ofUS$100,000,000.00 (one hundred million United States dollars);

11.1.5 the pledging, mortgaging, hypothecating or encumbering of any assets of the Company in anymanner whatsoever (otherwise than as security for indebtedness of the Company);

11.1.6 any change in the basis of accounting or accounting policies from those used during theimmediately preceding financial year otherwise than in accordance with IFRS;

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11.1.7 any agreement between the Company and any Shareholder or any holding companyor subsidiary of any Shareholder or any person holding at least 25% (twenty fivepercent) of the total issued share capital of any Shareholder, excluding theadvancing of loan funding to the Company in accordance with the provisions ofclause 13;

11.1.8 the revaluation of any material asset;

11.1.9 the determination of the scope of any Director’s or group of Directors’authority and the delegation of any powers including the power to re- delegate;

11.1.10 any amendment to the Company’s Memorandum or Articles of Association,save for those amendments required to incorporate the provisions of thisAgreement as contemplated in clause 4 and the amendment contemplated in clause18.4;

11.1.11 any increase in, alteration or reduction or conversion of the Company’sauthorised or issued share capital (in the case of issued share capitalotherwise than as provided for in clause 14 and as otherwise specificallyprovided for elsewhere in this Agreement);

11.1.12 any variation of any of the rights attaching to any shares or class of

shares in the Company;

11.1.13 the issue or allotment by the Company of any capitalisation shares, bonus shares, share options, share warrants or debentures;

11.1.14 the repurchase of any of the Company’s issued shares;

11.1.15 the liquidation or winding-up, de-registration or the discontinuance of thebusiness activities of the Company;

11.1.16 any decision to cover or not to cover forward any amounts receivable or

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payable in a currency other than South African rand;

11.1.17 any decision to cover forward, by way of a hedge, option or otherwise, any amountreceivable in respect of gold, uranium or other mineral production whatsoever (otherwise thanfor the purposes of or in connection with funding granted to the Company);

11.1.18 any matter relating to the financing or capital or borrowings of the Company which wouldhave the effect of directly or indirectly reducing the proportionate shareholding of anyShareholder (otherwise than as specifically provided for elsewhere in this Agreement);

11.1.19 any re-structuring of the Company, merger of the Company and any other entity and any jointventure agreements;

11.1.20 any material change in the nature of the business of the Company;

11.1.21 the appointment and removal of auditors to the Company; and

11.1.22 the delegation of the functions or actions referred to above in this clause 11.1 to any oneDirector, any sub-committee of the Board or any other person or persons.

11.2 If any resolution of the Company is proposed that the Company institute any legal proceedingsagainst any Shareholder or Director, such resolution shall be deemed to be within theShareholders’ domain and not the Directors’ domain. If any Shareholder vetoes any suchresolution, and as a result the requisite majority to pass the resolution cannot be obtainedthen, provided that one or all of the remaining Shareholders furnish an indemnity to theCompany against all costs, losses or damages of whatsoever nature which the Company maysustain in the event that any such legal proceedings are unsuccessful, such vetoingShareholder shall be deemed to have voted in favour of the resolution.

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11.3 The provisions of this clause 11 will applyto any subsidiary of the Company mutatis mutandis.

12 FINANCING OF THE COMPANY

12.1 Any working or other capital required by theCompany will be provided as follows -.

12.1.1 firstly, and to the extent possible, out of the Company’s ownresources;

12.1.2 secondly, to the extent possible and subject to the provisions ofclause 12.2; by means of loans from financial institutions and otherappropriate third parties on terms which are commercially viable for theCompany taking into account the nature of the Company’s business and thepurpose for which the capital is required; and

12.1.3 thirdly, to the extent required, by means of loan financing or equityfinancing as described in clauses 13 and 14 respectively.

12.2 The Parties agree that, in order to obtain loansfrom financial institutions and other appropriate third parties ascontemplated in clause 12.1.1, if required, the -

12.2.1 Company shall be obliged, to the extent necessary, to encumber itsassets as security for such loans; and/or

12.2.2 Shareholders shall be obliged, to the extent necessary, tosubordinate their Claims and/or to provide guarantees in respect ofsuch loans and to encumber their Claims and/or Shares assecurity for such guarantees, provided that the Shareholders’liability under such guarantees will be limited to their Claimsand/or Shares, as the case may be.

12.3 The Parties acknowledge that, in order to obtain the Ministerial content

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referred to in clause 3 of the Sale of Shares and Claim Agreement, theCompany will be obliged to provide or procure the provision of a guaranteein respect of the rehabilitation obligations of the Business. TheShareholders hereby agree to do everything necessary to procure theprovision of such guarantee, including providing back-to-back guarantees inrespect thereof pro rata to their respective shareholding,

12.4 Save as required in terms of clauses 12.2 and 12.3 or asotherwise specifically provided for elsewhere in this Agreement, no Shareholderwill be required or obliged to issue any guarantee, suretyship or indemnity tothird parties for the obligations of the Company unless previously agreed by aSpecial Majority of the Shareholders, including the Shareholder who is requiredto give such guarantee, suretyship or indemnity. Should any of the Shareholdersissue any guarantees, suretyships or indemnities in accordance with theapproval of a Special Majority of the Shareholders as aforesaid, all theShareholders shall bear any loss or damage arising out of any such guarantee,suretyship or indemnity strictly pro rata to their respective shareholdings inthe Company at the time the cause of action arose and the Shareholders herebyindemnify each other accordingly.

13 LOAN FINANCING

13.1 Subject to the provisions of clause 12, if the Board, actingreasonably in the circumstances, determines that funding by way of loanfinancing is preferable to funding by way of equity financing, the Shareholdersshall be entitled (but not obliged) to provide the required funds in proportionto their respective shareholdings at the time or in such other proportions asthe Shareholders may agree in writing.

13.2 Should the Shareholders provide the required funds in proportionto their respective shareholdings at the time or in such other proportions asagreed

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in writing between the Shareholders (“Proportionate Claims”), such Proportionate Claimswill, unless otherwise agreed in writing -

13.2.1 be unsecured;13.2.2 bear interest at a rate of zero percent, unless the Board determines otherwise;13.2.3 be advanced simultaneously to the Company;13.2.4 be subject to the same terms and conditions;13.2.5 be repayable to the Shareholders simultaneously and proportionately;13.2.6 be repaid prior to the declaration of any dividends or other distributions to the Shareholders; and

13.2.7 be repaid as and when determined by the Board, provided that the Proportionate Claims willimmediately become due and payable and interest will thereafter accrue at the Prime Rate plus200 (two hundred) basis points in the event that -

13.2.7.1 the Company is placed in liquidation or under judicial management, whether provisional orfinal and whether compulsory or voluntary; or

13.2.7.2 the Company enters into a compromise or other similar arrangement with its creditorsgenerally.

13.3 Should any Shareholder elect not to provide its pro rata portion of any funding to theCompany, the disproportionate portion of the Claims (“Disproportionate Claims”) will besubject to the same terms and conditions as the Proportionate Claims, save that -

13.3.1 they will rank ahead of the Proportionate Claims in respect of the

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payment of interest and the repayment of capital, and will be repaidprior to the payment of interest and the repayment of capital on theProportionate Claims; and

13.3.2 bear interest at a rate to be agreed by any such Shareholder havingelected to provide funds that would constitute a “Disproportionate Claim”and the Board (acting by majority of the directors not appointed by suchShareholder), provided that in no event shall such interest rate be lessthan the Prime Rate.

14 EQUITY FINANCING

14.1 Subject to the provisions of clause 12, if the Board,acting reasonably in the circumstances, determines that funding by way ofshare capital is preferable to funding by way of loan account, it shallgive the Shareholders notice thereof in writing (“Equity Funding Notice”),giving full details of the amount of funding and the purpose for which thefunding is required. Promptly following the delivery of an Equity FundingNotice, the Fair Market Value of the Company shall be agreed or determinedin accordance with clause 25.

14.2 Upon the Fair Market Value of the Company having beenagreed or determined, each Shareholder will have 20 (twenty) business dayswithin which to notify the Company if it wishes to provide the requiredfunds in proportion to its shareholding at the time (“ProportionalFinancing”). If any Shareholder (“Non-Contributing Party”) elects not toor fails to contribute its Proportional Financing within the timespecified by the Board for that contribution, which shall not be less than20 (twenty) business days after the expiry of the 20 (twenty) business dayperiod referred to above, the remaining Shareholders (“ContributingParties”) shall, in the event that they nevertheless elect to providetheir Proportional Financing be

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obliged (subject to the due contribution of all of their ProportionalFinancing) to provide the additional finance to the Company on the basisthat-

14.2.1 the Contributing Parties shall be obliged to contribute the whole of thefinancing originally required of the Non-Contributing Party pro rata to theirrespective shareholdings in the Company;

14.2.2 all of the financing provided by the Contributing Parties shall be whollyapplied (notwithstanding any other provision of this Agreement) in subscribingfor additional Shares; and

14.2.3 the number of Shares allotted and issued to the Contributing Parties(“Dilution Shares”) shall be determined by the Board having regard to the amountof the additional finance provided and the Fair Market Value of the Company atthat time and the Board shall notify the Shareholders of such determination inwriting. If any Shareholder disputes the determination of the Board in termsof this clause 14.2.3 by giving written notice to that effect to the Board andthe remaining Shareholders within 10 (ten) business days after the date of thenotice from the Board, the number of Shares to be allotted and issued shall bedetermined by the Independent Merchant Bank, which shall act as an expert andnot as arbitrator.

14.3 Each Non-Contributing Party hereby consents to any dilution ofits shareholding pursuant to clause 14.2 and to the issue of the Dilution Sharesby the Company to the Contributing Parties, and acknowledges that any suchdilution pursuant to this clause 14 will not constitute unjust, inequitable oroppressive conduct on the part of the Contributing Parties or by the Company.

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14.4 The Non-Contributing Party shall sign all documents and do allthings necessary to give effect to clause 14.2 and in default thereof, herebyappoints the Company as its attorney and agent in rem suam, in its name, placeand stead to do all such things and sign all such documents on its behalf.

14.5 Any Non-Contributing Party shall be entitled, for a period of 180(one hundred and eighty) days after the date of issue of any Dilution Shares interms of this clause 14, to buy back Shares (“Buy Back Shares”) from theContributing Parties, pro rata to the number of Dilution Shares issued to them,so that, after such buy back of Shares, the Non-Contributing Party shall holdthe aggregate percentage of the Issued Shares which it held immediately prior tothe issue of the Dilution Shares (“Buy Back Option”).

14.6 Should a Non-Contributing Party wish to exercise its Buy BackOption in terms of clause 14.5, it shall do so by way of written notice to theContributing Parties (“Buy Back Notice”) at any time on or before the expiry ofthe 180 (one hundred and eighty) day period referred to in clause 14.5.

14.7 The purchase price payable by a Non-Contributing Party for eachBuy Back Share shall be the Fair Market Value of the Company as at the date ofexercise of the Buy Back Option (determined mutatis mutandis in accordancewith the provisions of clause 14.2.3), divided by the number of Issued Shares atthat time.

14.8 The buy back of the Buy Back Shares will take effect upon paymentof the purchase price for such Buy Back Shares, which payment shall be made notlater than 10 (ten) business days after the date of receipt of the Buy BackNotice.

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14.9 Any rights (including a Buy Back Option which has not yet been exercised) which any Party has underthis clause 14 shall terminate and be of no further force and effect upon the listing of the Shares onany recognised securities exchange.15 MANAGEMENT OF THE COMPANY15.1 Control and management of the Company will vest in the Board.15.2 The Board will be responsible for and have the following powers and authority -

15.2.1 the management of the Company;

15.2.2 determining the strategic policy of the Company and preparing the Annual Budget from time totime; and

15.2.3 ensuring compliance with any approvals framework agreed to by the Board from time to time.15.3 The day-to-day management of the Company will be -15.3.1 subject to the policies and principles determined from time to time by the Board; and15.3.2 the responsibility of the Chief Executive Officer appointed in terms of clause 8.1.5.15.4 The operations of the Company will be conducted inter alia on the following basis -

15.4.1 the Company’s accounts will be kept in compliance with IFRS and may be inspected by anyShareholder during normal business hours;

15.4.2 audited accounts will be prepared as soon as possible after each

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financial year end but in any event by not later than60 (sixty) days thereafter;

15.4.3 monthly management accounts will be prepared as soon aspossible after each month end but in any event by not laterthan 30 (thirty) days thereafter and circulated monthly tothe Board;

15.4.4 the Company will provide the Shareholders with suchquarterly information summaries as may reasonably be requiredby them; and

15.4.5 Shareholders shall be entitled to receive all informationrelating to the Company reasonably requested by them.

16 ANNUAL BUDGET

16.1 The executive Directors shall everyyear by no later than 60 (sixty) days prior to the end of thefinancial year of the Company, submit to the Board forapproval a proposed Annual Budget for the conduct of theBusiness during the next financial year, in the form andlevel of detail determined by the Board from time to time.

16.2 The Annual Budget shall include but not be limited to -

16.2.1 a projected income statement, balance sheet and cash flowstatement for the ensuing financial year; and

16.2.2 a capital expenditure programme specifying amountsoutstanding on approved capital expenditure brought forwardfrom the prior year as well as proposed future capitalexpenditure commitments of the Company.

16.3 The Board shall evaluate, amend andfinalise the Annual Budget within 20 (twenty) business daysof receipt.

16.4 Until such time as the new Annual Budget has been approved in

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accordance with this clause 16, the previous Annual Budget (Indexed), willbe applied by the Board and will be binding on the Parties as if it had beenapproved in accordance with this clause 16.

17 DIVIDEND POLICY

17.1 The Board and the Shareholders shall at all times exercise theirvoting rights in the Company so that, unless otherwise agreed by a SpecialMajority of the Shareholders, no dividends will be declared or paid by theCompany -

17.1.1 while the Company is indebted to the Shareholders or any of them on loanaccount; and

17.1.2 to the extent that the payment of such dividend is not consistent with theworking capital requirements and capital expenditure budgets of the Company.

17.2 Subject to clause 17.1, with the approval of a Majority of theShareholders, the Company may declare and pay dividends and other distributions,provided that it shall always do so on a pro rata basis.

18 TRANSFER OF SHARES — GENERAL PROVISIONS

18.1 Unless otherwise agreed by a Special Majority of the Shareholdersa Shareholder may dispose of its Shares only if, in one and the sametransaction, it disposes of that portion of its Claims which bears the sameproportion to the whole of its Claims as the Shares disposed of bear to thewhole of its shareholding in the Company.

18.2 A Shareholder may not pledge, hypothecate or otherwise encumberany of its Equity unless such pledge, hypothecation or encumbrance is madesubject to the provisions of clauses 18,19, 21 and 22 on such terms and

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conditions as may be approved by the remaining Shareholders, whichapproval shall not be unreasonably withheld or delayed.

18.3 Shares may only be transferred in accordance withthe provisions of this Agreement and no transfer of any Shares whichconflicts with any provision of this Agreement shall be approved nor bepermitted to be registered.

18.4 Subject to the remaining provisions of thisclause 18 and clause 26.2, transfer of any Shares shall be given to theperson so acquiring them on the basis that if the approval of the Boardis required in terms of the Company’s Articles of Association, theShareholders shall forthwith after the Effective Date procure theamendment of the Company’s Articles of Association to provide for therequired approval to be given by the Shareholders instead of the Board,and this Agreement shall for the purposes of such Articles ofAssociation, constitute the requisite approval of the Shareholders.

18.5 Stamp duty and other legal costs payable inrespect of any transfer of Shares pursuant to this Agreement will bepaid by the purchaser of such Shares.

19 TRANSFER OF SHARES — PRE-EMPTIVE RIGHTS

19.1 Should a Shareholder (“Disposer”) wish to disposeof any Equity, the Disposer shall offer such Equity by notice in writingto the remaining Shareholders, pro rata to their respectiveshareholdings in the Company (“First Shareholder Offer”) stating -

19.1.1 the number of Shares and the amount of the Claims which theDisposer proposes to sell;

19.1.2 the price in cash (in South African currency), Listed Securities or a

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combination of cash and Listed Securities at, and the terms andconditions upon which, the Disposer proposes to sell the Equity; and

19.1.3 to the extent applicable, the name of the proposed transferee to whomthe Disposer intends selling and its ultimate holding company (if any),and including a copy of any offer received.

19.2 Should the First Shareholder Offer not be accepted in full inwriting within 20 (twenty) business days of the date upon which the FirstShareholder Offer is made, any Equity in respect of which the FirstShareholder Offer has not been accepted shall be offered upon the sameterms and conditions to the Shareholders who have accepted the FirstShareholder Offer, pro rata to the ratio (“Applicable Ratio”) in which theyaccepted the First Shareholder Offer (“Second Shareholder Offer”), whichSecond Shareholder Offer will be open for a period of 10 (ten) businessdays from the date of the Second Shareholder Offer, provided that anyShareholder that wishes to accept the Second Shareholder Offer shall beobliged to do so in respect of the full extent of its Applicable Ratio andnot any lesser portion thereof.

19.3 The Second Shareholder Offer will be repeated to thoseShareholders who have accepted the Second Shareholder Offer (each of whichoffers will be open for a period of 10 (ten) business days) until there areno more acceptances forthcoming or until the Second Shareholder Offer hasbeen accepted in respect of all the Equity offered, whichever is theearlier, provided that the Applicable Ratio in respect of each subsequentSecond Shareholder Offer will be the ratio in which the relevantShareholder accepted the immediately preceding Second Shareholder Offer.

19.4 Should acceptances not have been received in respect of all the Equityoffered in accordance with the aforegoing procedure, and -

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19.4.1 a proposed transferee has been identified as part of the First ShareholderOffer, then -

19.4.1.1 none of the acceptances of the First Shareholder Offer or the SecondShareholder Offer will be of any force or effect (unless otherwise determined bythe Disposer in the First Shareholder Offer) and the Disposer will then beentitled to dispose of all (or the remaining portion of) the Equity offered,within a further period of 30 (thirty) business days, to the proposed transfereereferred to in clause 19.1.3 at a price not lower and on terms and conditions notmore favourable to such person than the price and terms stated in the FirstShareholder Offer, provided that the giving of warranties to a third partyofferor will not constitute more favourable terms, unless designed to increasethe purchase price; and

19.4.1.2 unless the Disposer disposes of all its said Equity to the proposedtransferee within the said further period of 30 (thirty) business days, it maynot thereafter dispose of any Equity without again adopting the procedurereferred to herein.

19.4.2 no proposed transferee has been identified as part of the First ShareholderOffer, then -

19.4.2.1 none of the acceptances of the First Shareholder Offer or the SecondShareholder Offer will be of any force or effect (unless otherwise determined bythe Disposer in the First Shareholder Offer); and

19.4.2.2 the Disposer may not dispose of the Equity to any third party without againadopting the procedure set out above.

19.5 To the extent that the Shareholders fail to take up all ofthe Shares offered by the Disposer, and the Disposer has identified a proposedtransferee in

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terms of clause 19.1.3, the Parties undertake toco-operate with such proposed transferee for the purposeof enabling the proposed transferee to conduct, at itsexpense, a due diligence investigation into the affairsof the Company and the Business to its reasonablesatisfaction. In connection with such due diligenceinvestigation, the Company shall provide the proposedtransferee in question with reasonable access to itssenior management and Company books and records duringordinary business hours.

19.6 The acceptance of any offer in termsof this clause 19 will be subject to the condition precedentthat all approvals required by law or regulation to giveeffect thereto or to the implementation of the transactioncontemplated thereby, are obtained. The Parties undertake todo all things, perform all such actions and take all suchsteps and to procure the doing of all such things, theperformance of all such actions and the taking of all suchsteps as may be open to them and necessary for or incidentalto expediting any regulatory approval process.

19.7 For the avoidance of doubt, therequirements of this clause 19 shall not apply to anyShareholder disposing of Equity as part of a listing of theShares on any recognised securities exchange.

19.8 Notwithstanding any other provisioncontained in this clause 19, in the event that the pricereferred to in clause 19.1.2 incorporates Listed Securities,in whole or in part, any Shareholder accepting the FirstShareholder Offer or the Second Shareholder Offer shall beentitled, but not obliged, to pay the Cash Equivalent of suchListed Securities to the Disposer in lieu of delivering suchListed Securities as contemplated in such offer.

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20 LOCK-IN PERIOD AND INITIAL TRANSFER OF SHARES BY PAMODZI

20.1 Subject only to the provisions of clause 20.2 or in the event that the Shareholders agreeotherwise by way of a Special Majority of the Shareholders, no Shareholder, including anyPotential Shareholder, shall have the right to dispose of or transfer in any manner, any ofits Equity prior to the 2^nd (second) anniversary of the Effective Date.

20.2 Pamodzi shall have the right, in its sole and absolute discretion, at any time prior to theEffective Date and for a period of 180 (one hundred and eighty) days after the Effective Date,to transfer up to 9.9% (nine point nine percent) of the Issued Shares (and a pro rata portionof its Claims) to a person or persons approved in writing by Investco prior to such transfer,which approval shall not be unreasonably withheld or delayed provided that the PotentialShareholders comply fully with the provisions of clause 26.2. The provisions of clauses 18, 19and 20.1 shall not apply to any transfer of Equity by Pamodzi in terms of the provisions ofthis clause 20.2, but shall thereafter apply in full to the Potential Shareholders.

21 COME ALONG/TAG ALONG

21.1 If an offer is received, at any time after the expiry of the period referred to inclause 20.1 -

21.1.1 from a bona fide Independent Third Party to purchase all of the Shares (“AcquisitionOffer”), and a Majority of the Shareholders wish to accept such Acquisition Offer, then thoseShareholders shall be entitled to require the remaining Shareholders to sell their Shares onthe same terms and conditions as those contained in the Acquisition Offer, provided that thepurchase price payable in terms of the Acquisition Offer is equal to or greater than the FairMarket Value of the Company taking into account -

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21.1.1.1 that the entire Equity is to be sold in terms of the Acquisition Offer;

21.1.1.2 the potential which the Company has in respect of the mining and processing ofuranium; and

21.1.1.3 that it is the intention of the Parties to list the Company on a recognisedsecurities exchange as soon as practicably possible after the Company has commencedproduction of uranium, provided that market conditions are suitable at that time, andthat the Shareholders will, in the event that the Acquisition Offer is implemented, notparticipate in such listing; and

21.1.2 by a Majority of the Shareholders to purchase all or part of their Shares and thoseShareholders wish to accept such offer (“Accepting Shareholders”), then, if sorequested in writing by any of the remaining Shareholders (“Remaining Shareholders”),the Accepting Shareholders shall not be entitled to sell their Shares to such thirdparty unless the same offer mutatis mutandis is made to those Remaining Shareholdersto acquire all or a part of their Shares. Should the offer have been received fromthe third party to acquire only a percentage of the Shares held by the AcceptingShareholders, each of the Remaining Shareholders shall have the right to sell thesame percentage of their Shares to the third party.

21.2 The provisions of clause 21.1 shall -21.2.1 apply mutatis mutandis to all Claims on the basis set out in clause 18.1;21.2.2 be subject to the provisions of clause 18; and

21.2.3 be subject to the provisions of clause 19 in respect of Material Minority Shareholdersonly. For the purposes of clarity, it is recorded that the

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provisions of clause 21.1 shall not apply until such time as all MaterialMinority Shareholders have been given an opportunity to exercise theirpre-emptive rights in respect of the Acquisition Offer in accordance withthe provisions of clause 19.

21.3 Each of the Shareholders hereby irrevocably appoints the Company asits attorney and agent to accept the Acquisition Offer on its behalf and to doall such things as may be necessary to comply with the provisions of clause21.1.1.

21.4 It is agreed that any Acquisition Offer may, subject to theprovisions of clause 29.3, be made subject to the condition precedent that theofferer under such Acquisition Offer is entitled to withdraw its offer in theevent that it elects to conduct a due diligence investigation into the affairs ofthe Company and is not satisfied with the outcome of such investigation.

21.5 Notwithstanding any other provision contained in this clause 21 orthe terms and conditions of any Acquisition Offer, in the event that any MaterialMinority Shareholder exercises its pre-emptive right in terms of clause 19 inrespect of an Acquisition Offer, it shall not be entitled to make its acceptancesubject to a due diligence investigation.

22 DEEMED OFFERS

22.1 Investco warrants that, as at the Effective Date, it will be awholly owned subsidiary of Harmony.

22.2 Pamodzi warrants that, as at the Effective Date -

22.2.1 it will be a wholly owned subsidiary of the Nominee;

22.2.2 at least 70% (seventy percent) of the issued share capital of the Nominee willbe held by PRF;

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22.2.3 at least 70% (seventy percent) of all the voting rights attaching to the issued sharecapital of the Nominee shall be held by PRF; and

22.2.4 at least 70% (seventy percent) of the economic benefits in and to the issued share capitalof the Nominee shall be held by PRF.

22.3 A Shareholder (“Deemed Disposer”) shall be deemed to have offered its Equity for sale to theremaining Shareholders (“Deemed Offer”) upon the happening of any of the following events -

22.3.1 in the case of a Corporate Shareholder (including Pamodzi) -

22.3.1.1 there is a change in Control of such Shareholder;

22.3.1.2 the majority of such Shareholder’s issued share capital is acquired or becomes held,directly or indirectly, in any manner whatsoever, by any person, or persons Acting in Concert,who did not hold, directly or indirectly, the majority of its share capital as at theEffective Date;

22.3.1.3 the majority of the voting rights attaching to such Shareholder’s issued share capital areacquired or become held, directly or indirectly, in any manner whatsoever, by any person, orpersons Acting in Concert, who did not hold, directly or indirectly, the majority of suchvoting rights as at the Effective Date;

22.3.1.4 the majority of the economic benefits in or to such Shareholder’s issued share capital areacquired or become held, directly or indirectly, in any manner whatsoever, by any person, orpersons Acting in Concert, who did not hold, directly or indirectly, the majority of theeconomic benefits as at the Effective Date; or

22.3.1.5 such Shareholder is liquidated or placed under judicial management whether provisionallyor finally, or commits an act which, if it were a

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natural person would constitute an act of insolvency as defined in the InsolvencyAct, 1936, or any other applicable Act, or compromises with its creditorsgenerally, or attempts to do so;

22.3.2 in the case of Pamodzi, any of the events described in clause 22.3.1 takes place inrespect of the Nominee, provided that shares in, voting rights attaching to the shares in,and/or economic benefits in or to shares in, the Nominee may be transferred to anotherentity (“New Nominee”) without triggering a Deemed Offer, provided that PRF holds more than50% (fifty percent) of the -

22.3.2.1 issued share capital of the New Nominee;

22.3.2.2 voting rights attaching to the issued share capital of the New Nominee; and

22.3.2.3 economic benefits in and to the issued share capital of the New Nominee; and

22.3.3 in the case of an Individual Shareholder, that Shareholder dies or is sequestrated orplaced under curatorship, whether provisionally or finally, or commits an act of insolvencyas defined in the Insolvency Act, 1936, or compromises with his creditors generally, orattempts to do so; or

22.4 The Deemed Offer will be deemed to have been made by the Deemed Disposer on the businessday preceding the happening of the relevant event, upon mutatis mutandis the same terms andconditions as are contained in clause 19, save that -

22.4.1 the provisions that the relevant offer has to be accepted in full failing

which it will not be of any force or effect, shall not apply;

CLIFFE DEKKER

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22.4.2 the purchase consideration payable for the Equity will be the Fair Market Value thereof;and

22.4.3 the 15 (fifteen) business day period referred to in clause 19.2 will be extended by suchnumber of days as may be necessary in order to finally determine the Fair Market Value of theEquity.

22.5 The purchase consideration payable in respect of the Equity will be paid in cash within 20(twenty) business days of the acceptance of the Deemed Offer, and against registration oftransfer of the Shares in the register of members of the Company and the cession of theClaims to the accepting Shareholders.

23 RELEASE FROM SURETY OBLIGATIONS

If one or more of the Shareholders purchase the entire shareholding of another Shareholderpursuant to the provisions of this Agreement, the purchasing Shareholder/s shall be obligedto use its/their best endeavours to procure the release of the selling Shareholder from anyguarantees given for the obligations of the Company, provided that such best endeavoursshall not require the discharge or material variation of any principal obligation and, untilthe release is procured, the purchasing Shareholder/s shall indemnify the sellingShareholder against liability under any such guarantee.

24 TRANSFERS WITHIN GROUP

24.1 Any Corporate Shareholder may transfer all of its Equity to its holding company, anysubsidiary company or any subsidiary of such holding company (“Group Company”) and will insuch event assign its rights and obligations under this Agreement to such Group Company.Clauses 19, 20 and 21 shall not apply to a transfer of Equity between a Corporate Shareholderand its Group Company and vice versa,

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24.2 Should a Corporate Shareholder wish to transfer its Equity to a Group Company ascontemplated in clause 24.1 -

24.2.1 the Group Company shall agree to be bound by all the terms and conditions hereincontained;

24.2.2 the Corporate Shareholder shall bind itself as surety for and co-principal debtor insolidum with the Group Company for the due compliance by the Group Company with all itsobligations under and in terms of this Agreement; and

24.2.3 the Group Company shall undertake in writing that in the event that it ceases to be aGroup Company in relation to the Corporate Shareholder, it will forthwith transfer allsuch Equity back to the Corporate Shareholder or to another Group Company of theCorporate Shareholder.

25 FAIR MARKET VALUE

25.1 Whenever the Fair Market Value is required to be determined -

25.1.1 of the Company, the Shareholders shall attempt to agree such value in writing, by wayof a Special Majority of the Shareholders; or

25.1.2 of Equity, the Deemed Disposer and a Special Majority of the Shareholders (other thanthe Deemed Disposer) shall attempt to agree in writing such value.

25.2 Should the relevant Shareholders fail to so agree in writing the fair market value ofthe Company or the relevant Equity within 20 (twenty) business days from the date of arequest by any Shareholder for such agreement,

the Fair Market Value of the Company or the relevant Equity will be determined by theIndependent Merchant Bank. In so certifying the

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Independent Merchant Bank shall -25.2.1 act as experts and not as arbitrators; and

25.2.2 value the Company or the relevant Equity having regard to the price a willing buyer wouldpay to a willing seller negotiating at arm’s length.

26 ADMISSION AND EXIT OF SHAREHOLDERS

26.1 No Shares shall be issued to any third party unless agreed to by a Special Majority ofthe Shareholders.

26.2 No third party, including any transferee of Equity, will be admitted as a Shareholderunless and until such third party shall have bound itself in writing to all the termsand conditions of this Agreement and have nominated a domicilium citandi et executandifor the purpose of clause 34.

27 UNDERTAKINGS BY THE SHAREHOLDERS

27.1 It is recognised that the continued growth of the Company will be for the benefit ofall Shareholders and accordingly the Shareholders undertake at all times to act intheir mutual interests and in the best interests of the Company and in good faith toone another, provided that nothing herein contained shall be construed so as to placeany obligation on any Party to refer any future opportunities to the Company or to anyof the Shareholders, and the Parties shall be free to pursue any such opportunitieseither on its own or in partnership with any third party.

27.2 The Shareholders undertake at all times to do all such things, perform all suchactions and take all such steps (including in particular the exercise of theirrespective voting rights in the Company) and to procure the doing of

all such things, the performance of all such actions and the taking of all

such steps as may be open to them and necessary for or incidental to the

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putting into effect and maintenance of the terms, conditions and import of thisAgreement, provided that the aforegoing undertaking shall not place any obligation on anyShareholders to assume any obligations or liabilities that are commercially onerous orunreasonable in the context of this Agreement or agreeing to commercially onerous orunreasonable conditions.

27.3 For the purposes of clarity, it is recorded that, none of the provisions of this Agreementwill oblige any of the Shareholders to introduce business opportunities to the Company, theShareholders being entitled to pursue all and any such business opportunities themselves.

28 RELATIONSHIP OF THE PARTIES

This Agreement does not constitute a partnership. All transactions, contracts, employment,purchases, operations, negotiations with third parties and other transactions or thingsundertaken in connection with the affairs of the Company will be done, transacted,undertaken or performed by and in the name of the Company only. None of the Parties shallbe entitled to bind the credit of any other Parties.

29 CONFIDENTIALITY AND PUBLICITY

29.1 The Shareholders shall take all reasonable steps to minimise the risk of disclosure ofconfidential information which is proprietary to the Company, by ensuring that only theiremployees and directors and those of the Company whose duties will require them to possessany such information shall have access thereto, and that they shall be instructed to treatthe same as confidential. The foregoing shall not be applicable to the Shareholders withrespect to —

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29.1.1 Information which enters the public domain other than as a result of this Agreement;

29.1.2 information which is lawfully received from a third party not subject to any duty ofconfidentiality to the applicable Shareholder with respect to such information;

29.1.3 information which is known other than as a result of a disclosure in breach of any dutyof confidentiality to the applicable Shareholder with respect to such information; and

29.1.4 disclosure made as required by law or enforceable legal process, or by the rules of anysecurities exchange or regulatory authority having jurisdiction over such person.

29.2 Unless agreed by a Special Majority of the Shareholders, none of the Shareholders shallissue or make any public announcement or statement (including any written or oralstatement under circumstances where it could reasonably be expected that such statementwould be published in any media) or any other disclosure to any third party regardingthis Agreement or the transactions contemplated hereby, including, without limitation,any reference to their terms or conditions, unless required by law or enforceable legalprocess or the rules of any securities exchange or any regulatory authority havingjurisdiction over the Shareholders or any of them.

29.3 Should a Shareholder wish to negotiate with a bona fide third party for the possible disposalof any Equity to that bona fide third party, such Shareholder shall be entitled to discloseconfidential information concerning the Company and the Business to such bona fide third partyprovided that such third party has signed and executed a confidentiality undertaking on termsand conditions approved by a Special Majority of the

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Shareholders (which approval shall not be unreasonably withheld or delayed) andthere shall be no obligation on the disclosing Shareholder to reveal the identity ofthe bona fide third party at that stage.

30 BREACH

The Parties agree that the cancellation of this Agreement in the event of a breach wouldbe an inappropriate and insufficient remedy and that irreparable damage would occur ifthe provisions of this Agreement were not complied with. It is accordingly agreed that,in the event of a breach, the aggrieved Party shall be entitled (without prejudice toany other rights which it may have in law save for the right to cancel the Agreement) toan order for specific performance and to recover any damages which itmay have suffered.

31 DURATION

The provisions of this Agreement shall remain in full force and effect for so long asat least 2 (two) Shareholders or their permitted assigns continue to hold Shares,provided that it shall terminate upon the listing of the Shares on any recognisedsecurities exchange. Should a Shareholder transfer its Shares to a third party aspermitted by this Agreement, this Agreement shall cease to have any further force oreffect in relation to such transferring Shareholder, save for clauses 29 to 39.

32 EFFECT OF TERMINATION

Notwithstanding anything to the contrary herein contained, the provisions of clauses 29to 39 (both inclusive) will survive any termination of this Agreement.

33 DISPUTE RESOLUTION

33.1 In the event of there being any dispute or difference between the Parties

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arising out of this Agreement, the said dispute or difference shall first be submittedto the Chief Executive Officers of the Parties for resolution. Should the ChiefExecutive Officers be unable to resolve the dispute or difference within 10 (ten)business days after the dispute or difference has been referred to them, such disputeor difference may, on written demand by either Party be submitted to arbitration inJohannesburg in accordance with the AFSA rules, which arbitration shall be administeredby AFSA.

33.2 Should AFSA, as an institution, not be operating at that time or not be accepting requestsfor arbitration for any reason, then the arbitration shall be conducted in accordance withthe AFSA rules for commercial arbitration (as last applied by AFSA) (“Latest AFSA Rules”)before an arbitrator appointed by agreement between the parties to the dispute or failingagreement within 10 (ten) business days of the demand for arbitration, then any party to thedispute shall be entitled to forthwith call upon the chairperson of the Johannesburg BarCouncil to nominate the arbitrator, provided that the person so nominated shall be anadvocate of not less than 10 (ten) years standing as such. The person so nominated shall bethe duly appointed arbitrator in respect of the dispute. In the event of the attorneys of theparties to the dispute failing to agree on any matter relating to the administration of thearbitration, such matter shall be referred to and decided by the arbitrator whose decisionshall be final and binding on the parties to the dispute.

33.3 Any party to the arbitration may appeal the decision of the arbitrator or arbitrators interms of the AFSA rules for commercial arbitration. Should AFSA, as an institution, not beoperating at that time or not be accepting requests for appeals for any reason, then theappeal shall be conducted in accordance with the Latest AFSA Rules.

33.4 Nothing herein contained shall be deemed to prevent or prohibit a party to

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the arbitration from applying to the appropriate court for urgent relief or for judgmentin relation to a liquidated claim,

33.5 Any arbitration in terms of this clause 33 (including any appeal proceedings) shall beconducted in camera and the Parties shall treat as confidential details of the disputesubmitted to arbitration, the conduct of the arbitration proceedings and the outcome of thearbitration.

33.6 This clause 33 will continue to be binding on the Parties notwithstanding any termination orcancellation of the Agreement.

33.7 The Parties agree that the written demand by a party to the dispute in terms of clause 33.1that the dispute or difference be submitted to arbitration, is to be deemed to be a legalprocess for the purpose of interrupting extinctive prescription in terms of the PrescriptionAct, 1969.

34 NOTICES AND DOMICILIA

34.1 The Parties select as their respective domicilia citandi et executandi the followingphysical addresses, and for the purposes of giving or sending any notice provided for orrequired under this Agreement, the said physical addresses as well as the following telefaxnumbers and email addresses -

Name Physical Address Telefax & Email—— —— —

Investco Block 27 +27 11 684 0188

Randfontein Office Park marian.vanderwalt@

Cnr Main Reef Rd & Maude Ave harmony.co.za

Randfontein

Republic of South AfricaMarked for the attention of: The Company Secretary

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Name Physical Address Telefax & EmailPamodzi and the Pamodzi House +27 11 252 8616

Company 1^st Floor gerard@prf1.com

5 Willowbrook Close

Melrose North

Atholl

Republic of South Africa

Marked for the attention of: Gerard Kemp

With a copy to First Reserve Corporation +1 203 625 2505

One Lafayette Place akrueger@first

Greenwich reserve.com

CT 06830

United States of America

Marked for the attention of: Alex Krueger

provided that a Party may change its domicilium or its address for the purposes ofnotices to any other physical address, telefax number or email address by written noticeto the other Parties to that effect. Such change of address will be effective 5 (five)business days after receipt of the notice of the change.

34.2 All notices to be given in terms of this Agreement will be given in writing, in English,and will -

34.2.1 be delivered by hand or sent by telefax or email;

34.2.2 if delivered by hand during business hours, be presumed to have been received on the dateof delivery. Any notice delivered after business hours or on a day which is not a businessday will be presumed to have been received on the following business day;

34.2.3 if sent by telefax during business hours, be presumed to have been received on the date ofsuccessful transmission of the telefax. Any telefax sent after business hours or on a daywhich is not a business day will be presumed to have been received on the following business day; and

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34.2.4 if sent by email during business hours, be presumed to have been received on the dateof successful transmission of the email as evidenced by a return receipt notification orother evidence of transmission. Any email sent after business hours or on a day which isnot a business day will be presumed to have been received on the following business day.

34.3 Notwithstanding the above, any notice given in writing in English, and actually receivedby the Party to whom the notice is addressed, will be deemed to have been properly givenand received, notwithstanding that such notice has not been given in accordance with thisclause.

35 BENEFIT OF THE AGREEMENT

This Agreement will also be for the benefit of and be binding upon the successors in titleand permitted assigns of the Parties or any of them.

36 APPLICABLE LAW AND JURISDICTION

36.1 This Agreement will in all respects be governed by and construed under the laws of theRepublic of South Africa.

36.2 For the purposes of clause 33.4 or for the purposes of making the arbitration award and orderof court, the Parties hereby consent and submit to the non-exclusive jurisdiction of theWitwatersrand Local Division of the High Court of the Republic of South Africa in any disputearising from or in connection with this Agreement. The Parties agree that any costs awardedwill be recoverable on an attorney-and-own-client scale unless the Court specificallydetermines that such scale shall not apply, in which event, subject to any specificdetermination by the Court, the costs will be recoverable in accordance with the High Courttariff, determined on an attorney-and-client scale.

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37 GENERAL

37.1 This Agreement constitutes the whole of the agreement between the Parties relating tothe matters dealt with herein and, save to the extent otherwise provided herein, noundertaking, representation, term or condition relating to the subject matter of thisAgreement not incorporated in this Agreement shall be binding on any of the Parties.

37.2 No addition to or variation, deletion, or agreed cancellation of all or any clausesor provisions of this Agreement will be of any force or effect unless in writing andsigned by the Parties,

37.3 No waiver of any of the terms and conditions of this Agreement will be binding andeffectual for any purpose unless in writing and signed by the Party giving the same.Any such waiver will be effective only in the specific instance and for the purposegiven. Failure or delay on the part of any Party in exercising any right, power orprivilege hereunder will not constitute or be deemed to be a waiver thereof, nor willany single or partial exercise of any right, power or privilege preclude any other orfurther exercise thereof or the exercise of any other right, power or privilege.

37.4 All provisions and the various clauses of this Agreement are, notwithstanding the manner inwhich they have been grouped together or linked grammatically, severable from each other. Anyprovision or clause of this Agreement which is or becomes unenforceable in any jurisdiction,whether due to voidness, invalidity, illegality, unlawfulness or for any other reasonwhatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable,be treated as pro non scripto and the remaining provisions and clauses of this Agreement shallremain of full force and effect. The Parties declare that it is their intention that thisAgreement would be executed without such unenforceable provision if they were

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aware of such unenforceability at the time of execution hereof.

37.5 Neither this Agreement nor any part, share or interest herein nor any rights or obligationshereunder may be ceded, delegated or assigned by any Party without the prior written consentof the other Parties, save as otherwise provided herein.

37.6 This Agreement may be executed in counterparts, each of which shall be deemed an original,and all of which together shall constitute one and the same Agreement as at the date ofsignature of the Party last signing one of the counterparts.

38 COSTS

Each Party will bear and pay its own legal costs and expenses of and incidental to thenegotiation, drafting, preparation and implementation of this Agreement.

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39 SIGNATURE

Signed by or on behalf of the Parties, with each signatory signing on behalf of ajuristic person warranting that he/she has due authority to do so.

SIGNED at Sandton on 18/12/2007.For and on behalf of ARMGOLD/HARMONY JOINTINVESTMENT COMPANY (PROPRIETARY) LIMITEDR.A.L. Atkinson—SignatureR.A.L. Atkinson—Name of SignatoryExecutive—Designation of Signatory

SIGNED at Sandton on 18, December 2007.For and on behalf ofCLIDET NO 770 (PROPRIETARY)LIMITEDSignatureGerard Kemp—Name of SignatoryChief Investment Officer—Designation of Signatory