EX-4.53 4 exhibit453projectprismsale.htm EXHIBIT 4.53 Exhibit
projectprismsaleagree_image1.jpg


 
 
EXECUTION VERSION

SALE AGREEMENT
entered into between
ANGLOGOLD ASHANTI LIMITED
(Registration No. 1944/017354/06)
and
HARMONY GOLD MINING COMPANY LIMITED
(Registration No. 1950/038232/06)
and
HARMONY MOAB KHOTSONG OPERATIONS PROPRIETARY LIMITED
(Registration No. 2006/039120/07)
and
GOLDEN CORE TRADE AND INVEST PROPRIETARY LIMITED
(Registration No. 2019/547039/07)



 
law | tax | forensics | IP       Edward Nathan Sonnenbergs Incorporated registration number 2006/018200/21  
 




TABLE OF CONTENTS

Clause number and description    Page

Part A.INTERPRETATION AND CONDITIONS PRECEDENT    7
1.INTERPRETATION    7
2.CONDITIONS PRECEDENT    47
3.MERGER NOTIFICATION TO COMPETITION AUTHORITIES    49
4.SECTION 11 APPLICATION AND GENERAL CONDUCT IN RELATION TO REGULATORY ATTENDANCES    52
5.CONVEYANCER    55
6.COVALENT WATER DIRECTIVE    55
7.MATERIAL ADVERSE CHANGE    56
Part B.WW PACKAGE    58
8.SALE AND PURCHASE OF THE SALE EQUITY (WW)    58
9.SALE AND PURCHASE OF THE WW MINING BUSINESS    59
10.DELIVERY OF THE SALE EQUITY (WW)    60
11.DELIVERY OF THE WW MINING BUSINESS    64
12.GOVERNMENTAL PERMITS    94
13.EMPLOYEES (WW)    100
14.ELECTRICITY SUPPLY    104
15.WATER SUPPLY    105
16.CONSIDERATION AND PAYMENT    106
17.VALUE ADDED TAX    109
18.MINERAL ROYALTY    110
19.INTERIM PERIOD    110
20.PURCHASER WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS    120

    

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21.RELEASE FROM GUARANTEES, SURETYSHIPS AND INDEMNITIES    120
22.WARRANTIES AND UNDERTAKINGS    120
23.LIMITATION OF LIABILITY    122
24.INDEMNITIES    124
25.STEP IN RIGHTS    127
Part C.VR PACKAGE    129
26.SALE AND PURCHASE OF THE FUSA SALE EQUITY    129
27.SALE AND PURCHASE OF THE VR REMAINING BUSINESS    129
28.DELIVERY OF THE FUSA SALE EQUITY    130
29.DELIVERY OF THE VR REMAINING BUSINESS    135
30.GOVERNMENTAL PERMITS    163
31.EMPLOYEES (VR)    168
32.ELECTRICITY SUPPLY    172
33.WATER SUPPLY    173
34.CONSIDERATION AND PAYMENT    174
35.VALUE ADDED TAX    177
36.MINERAL ROYALTY    177
37.INTERIM PERIOD    178
38.PURCHASER WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS    187
39.RELEASE FROM GUARANTEES, SURETYSHIPS AND INDEMNITIES    187
40.WARRANTIES AND UNDERTAKINGS    188
41.LIMITATION OF LIABILITY    190
42.INDEMNITIES    192
43.STEP IN RIGHTS    194
Part D.GENERAL PROVISIONS    196
44.GENERAL WARRANTIES    196



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45.PAYMENTS AND INTEREST    197
46.SECTION 34 NOTICE    197
47.INDIVISIBILITY    198
48.PARENT COMPANY GUARANTEE    198
49.EXPERT DETERMINATION    199
50.BREACH AND TERMINATION    199
51.ARBITRATION    201
52.CONFIDENTIALITY    202
53.DOMICILIA CITANDI ET EXECUTANDI    204
54.GOVERNING LAW    205
55.COSTS    205
56.SEVERABILITY    205
57.WHOLE AGREEMENT, NO AMENDMENT    205
58.NO CESSION OR ASSIGNMENT    206
59.STIPULATIO ALTERI    206
60.FURTHER ASSURANCES    207
61.REMEDIES    207
62.COUNTERPARTS    207

Annexure AWarranties (WW)    212
Annexure BWarranties (VR)    247
Annexure CLimitations of Liability    280
Annexure DDisclosure Schedule (WW)    283
Annexure EDisclosure Schedule (VR)    296
Annexure FWW Mining Sale Assets    309
Annexure GVR Remaining Sale Assets    312
Annexure HSLAs (VR)    313
Annexure IContracts (WW)    314
Annexure JContracts (VR)    316
Annexure KLease Agreements (WW)    318



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Annexure LLease Agreements (VR)    319
Annexure MMOD (WW)    320
Annexure NMOD (VR)    321
Annexure OTransferring Employees (WW)    322
Annexure PTransferring Employees (VR)    323
Annexure QImmoveable Properties (WW)    324
Annexure RImmoveable Properties (VR)    325
Annexure SServitudes (WW)    326
Annexure TServitudes (VR)    327
Annexure USale Liabilities (WW)    328
Annexure VSale Liabilities (VR)    330
Annexure WWW Region Plan    332
Annexure XVR Region Plan    333
Annexure YSurface Right Permits (WW)    334
Annexure ZSurface Right Permits (VR)    341
Annexure AAWW Mining Business Purchase Price    352
Annexure BBVR Remaining Business Purchase Price    353
Annexure CCTemplate Share Transfer Form    354
Annexure DDTemplate Director Resignation Letter    355
Annexure EETemplate trustee resignation letter    356
Annexure FFTemplate Board of Directors Resolution    357
Annexure GGTemplate Shareholder Resolution    360
Annexure HHTemplate Trustee Resolution    362
Annexure IIRemaining Employees (VR)    364
Annexure JJRemaining Employees (WW)    365
Annexure KKIndex of Data Room Document    366






6


RECORDAL
WHEREAS:
1.
All capitalised terms in this recordal shall have the meaning attributed thereto in clause 1 of the agreement which follows this recordal (the "Agreement").
2.
AngloGold’s principal operating assets in South Africa comprise of the WW Package and the VR Package.
3.
The WW Package comprises of shares in and claims against certain entities and various other businesses, assets and liabilities (further detailed in paragraphs 6 and 7 below). The primary provisions pertaining to the sale of the WW Package are set out under Part B of this Agreement.
4.
The VR Package comprises of shares in and claims against certain entities and various other businesses, assets and liabilities (further detailed in paragraphs 8 and 9 below). The primary provisions pertaining to the sale of the VR Package are set out under Part C of this Agreement.
5.
AngloGold wishes to sell the Sale Package, comprising the WW Package and the VR Package, to the Purchaser, who wishes to purchase the same, on the terms and conditions of the Agreement.
WW Package
6.
The WW Package is comprised primarily of –
6.1.
the Covalent Sale Equity;
6.2.
the AngloGold Security Services Sale Shares;
6.3.
the Masakhisane Sale Shares; and
6.4.
the WW Mining Business as a going concern.
7.
The WW Mining Business comprises the Sale Assets (WW), Sale Liabilities (WW) and Environmental Obligations (WW). In relation to the Environmental Obligations (WW), the Parties record and agree that the Environmental Obligations (WW) are not a separate and distinct existing liability, but a future unquantified cost inextricably linked with ownership of the Sale Assets (WW) and Sale Equity (WW) and therefore it would not be included in the Sale Liabilities (WW). The Parties further record and agree that, by virtue of the fact that the Purchaser is acquiring the Sale Assets (WW) and Sale Equity (WW), the Purchaser will become liable for the embedded Environmental Obligations (WW) in relation thereto in accordance with Environmental Law.  
VR Package
8.
The VR Package is comprised primarily of –
8.1.
the FUSA Sale Equity; and
8.2.
the VR Remaining Business as a going concern.
9.
The VR Remaining Business comprises the Sale Assets (VR), Sale Liabilities (VR) and Environmental Obligations (VR). In relation to the Environmental Obligations (VR), the Parties record and agree that the Environmental Obligations (VR) are not a separate and distinct existing liability, but a future unquantified cost inextricably linked with ownership of the Sale Assets (VR) and FUSA Sale Equity and therefore it would not be included in the Sale Liabilities (VR). The Parties further record and agree that, by virtue of the fact that the Purchaser is acquiring the Sale Assets (VR) and FUSA Sale Equity, the Purchaser will become liable for the embedded Environmental Obligations (VR) in relation thereto in accordance with Environmental Law.
10.
Accordingly the Parties wish to record in writing their agreement in respect of the above and matters ancillary thereto, which the Parties do in the Agreement hereunder.

    

7



WHEREBY IT IS AGREED AS FOLLOWS:



8


Part A.
INTERPRETATION AND CONDITIONS PRECEDENT
1.
INTERPRETATION
In this Agreement, clause headings are for convenience and shall not be used in its interpretation and, unless the context clearly indicates a contrary intention -
1.1.
an expression which denotes -
1.1.1.
any gender includes the other genders;
1.1.2.
a natural person includes an artificial or juristic person and vice versa; and
1.1.3.
the singular includes the plural and vice versa;
1.2.
the definitional style used endeavours to use similar terminology for both of the WW Package and the VR Package, but in the case of the WW Package various defined terms incorporate the suffix "(WW)" and in the case of the VR Package various defined terms incorporate the suffix "(VR)".
1.3.
the following expressions shall bear the meanings assigned to them below and cognate expressions bear corresponding meanings -
1.3.1.
"1991 Agreement" means the agreement (included in the Data Room under folder 1.2.5.8.0.1 of the Data Room) concluded between Driefontein Consolidated Limited, Blyvooruitzicht Gold Mining Company Limited, and Western Deep Levels Limited in 1991, and as referred to in Annexure I;
1.3.2.
"Affiliate" means, in relation to any Party, any person Controlled by that Party, or which Controls that Party, or which is Controlled by a person which also Controls that Party, in each case, directly or indirectly and from time to time;
1.3.3.
"AFSA" means the Arbitration Foundation of South Africa (or its successor-in-title);
1.3.4.
"AGA Accounts" means the consolidated financial statements of AngloGold in respect of the VR Businesses, Chemwes Trust, the WW Businesses and the AngloGold Enviro Trust as at and in respect of the 1 (one) year period ended 31 December 2019, unaudited copies of which have been provided to the Purchaser;
1.3.5.
"Aggrieved Party" shall bear the meaning ascribed thereto in clause 50.1;
1.3.6.
"Agreement" means this sale agreement and includes its annexures, as amended from time to time;



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1.3.7.
"AngloGold" means AngloGold Ashanti Limited (Registration No. 1944/017354/06), a limited liability public company incorporated under the laws of South Africa;
1.3.8.
"AngloGold Enviro Trust" means the AngloGold Environmental Trust registered at the Master’s Office with IT number 2191/91;
1.3.9.
"AngloGold Indemnified Persons (VR)" shall bear the meaning ascribed thereto in clause 42.1.3;
1.3.10.
"AngloGold Indemnified Persons (WW)" shall bear the meaning ascribed thereto in clause 24.1.3;
1.3.11.
"AngloGold Security Services" means AGA Security Services Proprietary Limited (Registration No. 2016/085046/07), a private company incorporated in accordance with the laws of South Africa;
1.3.12.
"AngloGold Security Services Accounts" means all of the unaudited management accounts of AngloGold Security Services for and during the financial year ended 31 December 2019, copies of which have been provided via the Data Room to the Purchaser prior to the Signature Date;
1.3.13.
"AngloGold Security Services Business" means the business operated by AngloGold Security Services as at the Closing Date being, among other things, the business of holding non-lethal weapons and armoured security vehicles which are used by AngloGold in the WW Region and the VR Region and matters related thereto;
1.3.14.
"AngloGold Security Services Sale Shares" means 1 (one) ordinary no par value share in the issued share capital of AngloGold Security Services;
1.3.15.
"Authorised Employees" shall bear the meaning ascribed thereto in clause 4.6;
1.3.16.
"Authorised Representatives (VR)" shall bear the meaning ascribed thereto in clause 29.3.7.2;
1.3.17.
"Authorised Representatives (WW)" shall bear the meaning ascribed thereto in clause 11.6.7.2;
1.3.18.
"BEE" means broad-based black economic empowerment as contemplated in the BEE Act;
1.3.19.
"BEE Act" means the South African Broad-Based Black Economic Empowerment Act, No.53 of 2003;



10


1.3.20.
"BEE Amendment Application" means the application in terms of section 102 of the MPRDA lodged by AngloGold at the DMRE on or about 7 March 2019, in terms of which AngloGold has applied for the Minister's consent to amend clause 17 of WW Mining Right 01 MR and WW Mining Right 11 MR to read as set out in the said application and simultaneously to discharge a directive issued in terms of section 93 of the MPRDA and dated 25 February 2019;
1.3.21.
"BEE Amendment Ministerial Consent" means the consent of the Minister in terms of section 102 of the MPRDA to amend clause 17 of WW Mining Right 01 MR and WW Mining Right 11 MR as set out in the BEE Amendment Application;
1.3.22.
"Business Day" means any day other than a Saturday, Sunday or official public holiday in South Africa;
1.3.23.
"Cash Portion (VR)" shall bear the meaning ascribed thereto in clause 34.1.1;
1.3.24.
"Cash Portion (WW)" shall bear the meaning ascribed thereto in clause 16.1.1;
1.3.25.
"CAWMS" means continuation and widow members;
1.3.26.
"CAWMS Liability" means amounts owed by AngloGold required to fund membership contributions and other liabilities in respect of CAWMS in the relevant healthcare schemes in relation to employees of the WW Businesses and/or VR Businesses, who have retired or will retire on or before the Closing Date;
1.3.27.
"Chemwes" means Chemwes Proprietary Limited (Registration No. 1964/002378/07), a private company incorporated in accordance with the laws of South Africa;
1.3.28.
"Chemwes Accounts" means all of the unaudited management accounts of Chemwes for and during the financial year ended 31 December 2019, copies of which have been provided via the Data Room to the Purchaser prior to the Signature Date;
1.3.29.
"Chemwes Business" means the business operated by Chemwes as at the Closing Date being, among other things, the business of processing of tailings storage facilities and matters related thereto in the VR Region;  
1.3.30.
"Chemwes Property" means all of the immoveable property owned by Chemwes;
1.3.31.
"Chemwes Trust" means the Chemwes Rehabilitation Trust, registered at the Master’s Office with IT number 2999/97;



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1.3.32.
"Chemwes Trust Money" means all money and any other assets held by the Chemwes Trust as at the Closing Date (including all interest accrued on such money during the Interim Period), the value of which amounted to approximately R89 619 474 (eighty nine million six hundred and nineteen thousand and four hundred and seventy four Rand) as at 31 December 2019;
1.3.33.
"Claim" means any claims, actions, demands, proceedings, litigation, audit, citation, summons, subpoena or investigations of any nature (whether civil, criminal, administrative, regulatory or otherwise) which may be instituted, made, threatened, established or alleged against or otherwise involving a Party;
1.3.34.
"Claim Notice" shall bear the meaning ascribed thereto in paragraph 1.1.1 of Annexure C;
1.3.35.
"Closing" means the completion of all of the matters contemplated in clauses 11, 16, 29 and 34 in accordance with this Agreement on the Closing Date;
1.3.36.
"Closing Date" means:
1.3.36.1.
if the CP Fulfilment Date is on or before the 20th (twentieth) calendar day in any calendar month, the last Business Day of such month; or
1.3.36.2.
if the CP Fulfilment Date is after the 20th (twentieth) calendar day in any calendar month, the last Business Day of the month immediately following the month in which the CP Fulfilment Date occurs,
or such other date as may be agreed in writing between the Parties;
1.3.37.
"Companies Act" means the Companies Act No. 71 of 2008;
1.3.38.
"Competition Act" means the Competition Act, 1998;
1.3.39.
"Competition Authorities" means the Competition Commission established pursuant to Chapter 4, Part A of the Competition Act, the Competition Tribunal established pursuant to Chapter 4, Part B of the Competition Act or the Competition Appeal Court established pursuant to Chapter 4, Part C of the Competition Act, as the case may be;
1.3.40.
"Compliance Certificate (VR)" shall bear the meaning ascribed thereto in clause 29.3.17;
1.3.41.
"Compliance Certificate (WW)" shall bear the meaning ascribed thereto in clause 11.6.17;



12


1.3.42.
"Conditions Precedent" means the conditions precedent set out in clauses 2.1.1 to 2.1.7 (inclusive);
1.3.43.
"Confidential Contracts (VR)" shall bear the meaning ascribed thereto in clause 37.5.4;
1.3.44.
"Confidential Contracts (WW)" shall bear the meaning ascribed thereto in clause 19.5.4;
1.3.45.
"Consenting Parties (VR)" shall bear the meaning ascribed thereto in clause 29.1.1.3;
1.3.46.
"Consenting Parties (WW)" shall bear the meaning ascribed thereto in clause 11.1.1.3;
1.3.47.
"Consolidation Application" means the application in terms of section 102 of the MPRDA to be lodged by the WW Purchaser at the DMRE in accordance with clause 4.9 in terms of which the WW Purchaser applies for the Minister's consent to amend WW Mining Right 01 MR in order inter alia to incorporate the WW Mining Right 11 MR into WW Mining Right 01 MR together with such consequential and other amendments, as the WW Purchaser may require to the relevant social and labour plans; mining work programmes and environmental management programme;
1.3.48.
"Consolidation Application Ministerial Consent" means the consent of the Minister granted in terms of section 102 of the MPRDA to amend WW Mining Right 01 MR in accordance with the Consolidation Application;
1.3.49.
"Consumable Stores (VR)" means: (a) the consumable stores dedicated to the VR Remaining Sale Assets as listed in folder 1.3.10.6.0.1/2 of the Data Room; and (b) all other consumable stores related to the VR Remaining Sale Assets and/or VR Remaining Business as at the Closing Date, all of which are located on the Consumable Stores Sites (VR);
1.3.50.
"Consumable Stores (WW)" means: (a) the consumable stores dedicated to the WW Mining Sale Assets as listed in folder 1.2.10.5.0.1 of the Data Room; and (b) all other consumable stores related to the WW Mining Sale Assets and/or the WW Mining Business as at the Closing Date, all of which are located on areas of the Immoveable Properties (WW);
1.3.51.
"Consumable Stores Sites (VR)" means, in respect of the Consumable Stores (VR), those areas in the Kopanang Gold Plant located on the VMR Portions in which the Consumable Stores (VR) in question are situated;



13


1.3.52.
"Contracts (VR)" means, collectively: (a) the contracts listed in Annexure J; the (b) Lease Agreements (VR); and (c) the contracts (and any rights and obligations contained therein) determined in accordance with clause 37.5 to be ceded, assigned, delegated or otherwise transferred to Harmony Moab (in whole or in part);
1.3.53.
"Contracts (WW)" means, collectively: (a) the contracts listed in Annexure I; (b) the Lease Agreements (WW); and (c) the contracts (and any rights and obligations contained therein) determined in accordance with clause 19.5 to be ceded, assigned, delegated or otherwise transferred to the WW Purchaser (in whole or in part);
1.3.54.
"Control" has the meaning given to it in section 2(2) of the Companies Act and "Controlling" and "Controlled" shall be construed accordingly;
1.3.55.
"Conveyancer" means Norton Rose Fulbright South Africa Inc. and/or such other conveyancers as may be appointed by AngloGold from time to time with the prior written consent of Harmony (acting reasonably);
1.3.56.
"COP" means AngloGold's code of practice in relation to mine residue management as listed in folders 1.2.2.7.1, 1.3.2.7.1 and 1.3.2.7.2 of the Data Room;
1.3.57.
"Covalent" means Covalent Water Company Proprietary Limited (Registration No. 2014/039793/07), a company incorporated in accordance with the laws of South Africa;
1.3.58.
"Covalent Accounts" means all of the unaudited management accounts of Covalent for and during the financial year ended 31 December 2019, copies of which have been provided via the Data Room to the Purchaser prior to the Signature Date;
1.3.59.
"Covalent Business" means the business operated by Covalent as at the Closing Date being, among other things, the business of water pumping activities and matters related thereto;
1.3.60.
"Covalent Indemnified Liability Loss" shall bear the meaning ascribed thereto in clause 24.3.1;
1.3.61.
"Covalent Sale Claims" means 100% (one hundred percent) of AngloGold's claims on loan account against Covalent as at the Closing Date;
1.3.62.
"Covalent Sale Equity" means, collectively, the Covalent Sale Claims and the Covalent Sale Shares;



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1.3.63.
"Covalent Sale Shares" means 25 (twenty five) ordinary no par value shares in the issued share capital of Covalent;
1.3.64.
"Covalent Water Directive" means the directive dated 25 November 2014, issued to AngloGold and Covalent by the Acting Provincial Head: Gauteng in terms of section 19 and 20 of the NWA in regard to the dewatering and discharge of water in the Blyvooruitzicht mine shafts 4 and 6;
1.3.65.
"CP Fulfilment Date " means the date on which all of the Conditions Precedent have been fulfilled, or waived, as the case may be;
1.3.66.
"Critical Spares (VR)" means (a) all critical spares dedicated to the VR Remaining Sale Assets, as listed in folder 1.3.2.4.5.0.3 of the Data Room and (b) all other critical spares related to the VR Remaining Sale Assets and/or VR Remaining Business as at the Closing Date, all of which are located on the Critical Spares Sites (VR);
1.3.67.
"Critical Spares (WW)" means (a) all critical spares dedicated to the WW Mining Sale Assets, as listed in folder 1.2.2.4.5.0.3 of the Data Room and (b) all other critical spares related to the WW Mining Sale Assets and/or the WW Mining Business as at the Closing Date, all of which are located on areas of the Immoveable Properties (WW);
1.3.68.
"Critical Spares Sites (VR)" means, in respect of the Critical Spares (VR), those areas situated in the Kopanang Gold Plant located on the VMR Portions in which the Critical Spares (VR) in question are situated;
1.3.69.
"Data Room" means: (a) the electronic data rooms compiled by AngloGold and hosted by: (i) CapLinked Inc. via their website address https://secure.caplinked.com/workspaces/project-prism; and (ii) FileZilla via their website address http://www.filezilla@anglogoldashanti.com (Project Prism folder); and (b) the physical data room, access to which was made available to the Purchasers at 76 Rahima Moose Street, Newtown, Johannesburg, the index of which is uploaded under folders 1.2.9.1.0.1, 1.2.9.1.0.2, 1.3.9.1.0.1, 1.3.9.1.0.2 and 1.3.9.1.0.3, for the purposes of the Due Diligence Investigation, containing the Data Room Documents;
1.3.70.
"Data Room Documents" means the documents in the Data Room as at 05:00 (South African time) on 12 February 2020, an index of which is set out in Annexure KK;
1.3.71.
"Deeds Registry" means the public office responsible for the registration, management and maintenance of the property registry of South Africa;



15


1.3.72.
"Defaulting Party" shall bear the meaning ascribed thereto in clause 50.1;
1.3.73.
"Designated Party" means: any person or organization (a) whose name is specified in, or a list issued pursuant to, any resolution or legislation of the United Nations, South Africa, United Kingdom or United States relating to the designation of a person as a terrorist or terrorist organisation or blocking any assets of such person; (b) in respect of whom a party to this Agreement has received notice that all financial transactions involving the assets of such person have been, or are to be, blocked under legal authority; or (c) who is or was convicted, found guilty or against whom a judgment or order was entered in a court of competent jurisdiction in any proceedings for violating bribery, money laundering or terrorist financing laws;
1.3.74.
"DG Valuation (VR)" has the meaning set out in clause 34.3.1;
1.3.75.
"DG Valuation (WW)" has the meaning set out in clause 16.3.1;
1.3.76.
"Director General" has the meaning set out in clause 16.3.1;
1.3.77.
"Disclosure Schedule (VR)" means the disclosure schedule set out in Annexure E hereto;
1.3.78.
"Disclosure Schedule (WW)" means the disclosure schedule set out in Annexure D hereto;
1.3.79.
"Dispose" means sell, transfer, assign, cede, make over, give, donate, exchange, dispose of, unbundle, distribute or otherwise alienate or agree to do any of the aforegoing, and "Disposal" shall be construed accordingly;
1.3.80.
"Disputed Claim" shall bear the meaning ascribed thereto in paragraph 1.2 of Annexure C;
1.3.81.
"DMRE" means the South African Department of Mineral Resources and Energy;
1.3.82.
"Dollars" means USD;
1.3.83.
"Due Diligence Investigation" means the due diligence investigation conducted in respect of the Sale Package by the Purchaser and/or the Purchaser's Representative;
1.3.84.
"DWS" means the South African Department of Water, Sanitation and Human Settlements;
1.3.85.
"EIA Regulations" means the Environmental Impact Assessment Regulations, 2014 published under Government Notice No 982 in Gazette No 3822 of 4



16


December 2014 (as amended) and the National Environmental Management Act, 1998;
1.3.86.
"Encumbrance" means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retention of title, right of pre-emption, suretyship, cession in security, assignment, notarial bond, encumbrance, pledge, right of first refusal or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;
1.3.87.
"ENSafrica" means Edward Nathan Sonnenbergs Inc. (Registration No. 2006/018200/21), a law firm conducting business as such in South Africa;
1.3.88.
"Environment" means the environment as defined in section 1 of NEMA and the term "Environmental" and other cognate terms shall be construed accordingly;
1.3.89.
"Environmental Approvals (VR)" means registrations, licences, permits, authorisations, exemptions, permissions, directives, entitlements, consents, waivers and approvals issued by any Environmental Authority pursuant to any Environmental Laws (including environmental authorisations and environmental management programmes) with respect to the VR Remaining Business, FUSA, MWS and Chemwes, including all amendments, variations, modifications or transfers relating thereto from time to time;
1.3.90.
"Environmental Approvals (WW)" means registrations, licences, permits, authorisations, exemptions, permissions, directives, entitlements, consents, waivers and approvals issued by any Environmental Authority pursuant to any Environmental Laws (including environmental authorisations and environmental management programmes) with respect to the WW Mining Business and Covalent, including all amendments, variations, modifications or transfers relating thereto from time to time;
1.3.91.
"Environmental Authority" means any legal person or body of persons (including any Governmental Entity or court or tribunal) having jurisdiction to determine any matter arising under Environmental Laws and/or relating to the Environment;
1.3.92.
"Environmental Indemnified Liability Loss (VR)" shall bear the meaning ascribed thereto in clause 42.1.3;
1.3.93.
"Environmental Indemnified Liability Loss (WW)" shall bear the meaning ascribed thereto in clause 24.1.3;



17


1.3.94.
"Environmental Laws" means all applicable Laws (including general remedies under the common law), statutes, regulations, statutory guidance notes and final and binding court and other tribunal decisions whose purpose is:
1.3.94.1.
to protect, or prevent pollution of, or to remedy damage to, the Environment;
1.3.94.2.
to protect or prevent or compensate harm to human health and safety;
1.3.94.3.
to regulate emissions, discharges or releases of Hazardous Substances into the Environment; or
1.3.94.4.
to regulate the use, treatment, storage, burial, disposal, transport or handling of Hazardous Substances,
and all by laws, codes, regulations, decrees or orders issued or promulgated or approved thereunder for such purposes to the extent that the same have force of law;
1.3.95.
"Environmental Obligations (VR)" means all past, present and future embedded Environmental obligations and liabilities of AngloGold, under Environmental Laws relating to the VR Package, whether caused by AngloGold or not and whether known or unknown, including (without limitation) obligations and liabilities of AngloGold relating to such VR Package:
1.3.95.1.
under, in relation to or arising as a consequence of negligence or breach of or liability under Environmental Law, including without limitation all such obligations and liabilities in respect of the rehabilitation of the VR Region (notwithstanding the transfer, cession or delegation from AngloGold to, or appropriation by, the Purchaser of any prescribed financial provision made for the rehabilitation and remediation of any Environmental impacts), including without limitation any and all claims against AngloGold in respect of non-point sources of significant contamination as a result of transboundary migration of significant contamination from the VR Region;
1.3.95.2.
involving any Hazardous Substance, damage or harm to the Environment (irrespective of whether it is actual, latent or residual or whether it arises or is likely to arise at a different time from the actual activity that causes the contamination or whether it arises through an act or activity of any person that results in a change to the pre-existing contamination), site assessment or characterisation, remediation (including operation and maintenance), mine closure, treatment,



18


containment, mitigation, removal, monitoring, assessing, resource damage, harm to a resource, enforcement proceedings, directives, compliance notices, other remediation or administrative orders, citizen suits, property damage, economic loss, personal injury or death of any employee or other individual, occupational or other exposure or actions whether claimed or instituted by one or more private parties (including the Parties hereto) or Governmental Entities);
1.3.95.3.
in relation to the management, pumping and treatment of water in the VR Region, including AngloGold’s obligations arising from any directive issued by the DWS in respect of water pumping costs in the VR Region;
1.3.95.4.
relating to Environmentally related impacts on human health,
and/or all Taxes in relation to the aforegoing;
1.3.96.
"Environmental Obligations (WW)" means all past, present and future embedded Environmental obligations and liabilities of AngloGold, under Environmental Laws relating to the WW Package, whether caused by AngloGold or not and whether known or unknown, including (without limitation) any obligations and liabilities of AngloGold relating to such WW Package:
1.3.96.1.
under, in relation to or arising as a consequence of negligence or breach of or liability under Environmental Law, including without limitation all such obligations and liabilities in respect of the rehabilitation of the WW Region (notwithstanding the transfer, cession or delegation from AngloGold to, or appropriation by, the Purchaser of any prescribed financial provision made for the rehabilitation and remediation of any Environmental impacts), including without limitation any and all claims against AngloGold in respect of non-point sources of significant contamination as a result of transboundary migration of significant contamination from the WW Region;
1.3.96.2.
involving any Hazardous Substance, damage or harm to the Environment (irrespective of whether it is actual, latent or residual or whether it arises or is likely to arise at a different time from the actual activity that causes the contamination or whether it arises through an act or activity of any person that results in a change to the pre-existing contamination), site assessment or characterisation, remediation (including operation and maintenance), mine closure, treatment, containment, mitigation, removal, monitoring, assessing, resource



19


damage, harm to a resource, enforcement proceedings, directives, compliance notices, other remediation or administrative orders, citizen suits, property damage, economic loss, personal injury or death of any employee or other individual, occupational or other exposure or actions whether claimed or instituted by one or more private parties (including the Parties hereto) or Governmental Entities);
1.3.96.3.
in relation to the management, pumping and treatment of water in the WW Region, including AngloGold’s obligations arising from any directive issued by the DWS (including the Covalent Water Directive) in respect of water pumping costs in the WW Region;
1.3.96.4.
relating to Environmentally related impacts on human health,
and/or all Taxes in relation to the aforegoing;
1.3.97.
"Eskom" means Eskom Holdings SOC (Registration No. 2002/015527/30), a limited liability public company incorporated under the laws of South Africa;
1.3.98.
"Eskom Agreements" means:
1.3.98.1.
in relation to the VR Package: (a) the electricity supply agreement dated 4 November 1994 entered into between AngloGold and Eskom; and (b) the electricity supply agreement dated 28 February 2018 entered into between AngloGold and Eskom;; and
1.3.98.2.
in relation to the WW Package, the electricity supply agreement dated 6 August 2007 entered into between AngloGold and Eskom;;
1.3.99.
"Exchange Control Regulations" means the Exchange Control Regulations, 1961, as amended (including any applicable directive and rulings of the FSD and the National Treasury of South Africa);
1.3.100.
"Excluded Accounts Payable" means all claims by trade creditors of the VR Remaining Business and/or the WW Mining Business against AngloGold as at the Closing Date relating to the period prior to the Closing Date;
1.3.101.
"Excluded Liabilities" means:  
1.3.101.1.
the Excluded Accounts Payable;
1.3.101.2.
all Tax obligations and liabilities of AngloGold or any of its Affiliates (excluding the Transferring Affiliates) relating to any of the VR Remaining Business and/or WW Mining Business which arise or are



20


incurred as a result of any matter occurring on or prior to the Closing Date;
1.3.101.3.
all liabilities and obligations arising from, or relating to, any share or security related options or plans, share appreciation rights, performance share rights, retention bonus arrangements, or similar type incentive arrangements or benefits to which any employee of AngloGold or any of its Affiliates is a party or which is otherwise held by or owing to any such employees at any time on or prior to the Closing Date;
1.3.101.4.
all liabilities and obligations (including any related severance payment obligations) arising from, or relating to, any retrenchments or dismissals of employees of AngloGold on or prior to the Closing Date;
1.3.101.5.
all assessment rates, taxes, levies, endowments and/or other municipal charges payable by AngloGold to the relevant local authority or council in connection with either the VR Region and/or WW Region, and all charges and fees payable to the relevant local authority or council for electricity, water, gas, refuse removal, sanitation and domestic and industrial effluent, or any of them, consumed in or at the VR Region and/or WW Region, in each case arising on or prior to the Closing Date;
1.3.101.6.
all liabilities and obligations arising from, or relating to, any debt, borrowing, lending or other financing facilities or commitments to which AngloGold or any of its Affiliates (excluding the FUSA Sale Claims and the Covalent Sale Claims) is a party or otherwise bound, including under or relating to the RCF Agreements;
1.3.101.7.
all liabilities and obligations arising from, or relating to, the CAWMS Liability; and
1.3.101.8.
all liabilities for which AngloGold is liable under the Silicosis Class Action Settlement Agreement;
1.3.102.
"Excluded Matter" means any one or more of the following:
1.3.102.1.
the entering into, compliance with or implementation of this Agreement;
1.3.102.2.
any act or omission of any member of the Group at the written request or with the written consent of the Purchaser;



21


1.3.102.3.
the Purchaser's failure to enter into an electricity and/or water supply agreement;
1.3.102.4.
any act or omission by the Purchaser;
1.3.102.5.
the operational performance of the Sale Package;
1.3.102.6.
any political event, circumstances, facts or matters;
1.3.102.7.
the effect of any change in:
1.3.102.7.1.
South African or international economic conditions (including specifically metal prices and exchange rates), credit markets, capital markets, macroeconomic factors, interest rates or financial markets in general;
1.3.102.7.2.
South African political environment;
1.3.102.7.3.
Laws (including without limitation any changes to the MPRDA);
1.3.102.7.4.
the Mining Charter;
1.3.102.8.
any war, act of terrorism, civil unrest or similar event which affects the Sale Package;
1.3.102.9.
any effect, circumstances or matters arising or resulting from any act performed or procured in terms of any one or more of the following:
1.3.102.9.1.
service delivery protests;
1.3.102.9.2.
community embargo/s; and/or
1.3.102.9.3.
illegal mining; and
1.3.102.10.
any effect, circumstances, facts or matters arising or resulting from any condition or restriction imposed by any Governmental Entity for the purpose of implementing any of the transactions set out in this Agreement;
1.3.103.
"Expert" means a person appointed in accordance with the provisions of clause 49;
1.3.104.
"FSD" means the Financial Surveillance Department of the South African Reserve Bank, responsible for the administration of exchange control on behalf of the



22


Minister of Finance or an officer of the National Treasury of South Africa who, by virtue of the division of work in the National Treasury of South Africa, deals with the matter on the authority of the Minister of Finance;
1.3.105.
"FUSA" means First Uranium Proprietary Limited (Registration No. 2005/033680/07), a private company incorporated under the laws of South Africa;
1.3.106.
"FUSA Accounts" means all of the unaudited management accounts of FUSA for and during the financial year ended 31 December 2019, copies of which have been provided via the Data Room to the Purchaser prior to the Signature Date;  
1.3.107.
"FUSA Business" means the business operated by FUSA as at the Closing Date being, among other things, the business of an investment holding company and matters related thereto;
1.3.108.
"FUSA Sale Claims" means 100% (one hundred percent) of AngloGold's claims on loan account against each of FUSA, MWS and Chemwes, as at the Closing Date;
1.3.109.
"FUSA Sale Equity" means, collectively, the FUSA Sale Claims and the FUSA Sale Shares;
1.3.110.
"FUSA Sale Shares" means 1 633 (one thousand six hundred and thirty three) ordinary shares having a par value of R 1 (one Rand) per share in the issued share capital of FUSA;
1.3.111.
"Gold In Process (VR)" means, in relation to the Kopanang Gold Plant and the MWS Plant, the gold in process as at the Closing Date relating to the Kopanang Gold Plant and the MWS Plant and includes all material in such plants that can still be converted to gold that can be sold, which includes the gold associated with:
1.3.111.1.
the ore in the silos;
1.3.111.2.
the slime in the thickeners;
1.3.111.3.
the pulp in the leach and CIP (carbon in pulp) circuits; and
1.3.111.4.
carbon in the CIP (carbon in pulp) and elution circuits;
1.3.112.
"Gold In Process (WW)" means, in relation to the Mponeng Mine, WW Gold Plant and the Savuka Gold Plant, the gold in process as at the Closing Date relating to the Mponeng Mine, the WW Gold Plant and the Savuka Gold Plant and includes all material in the Mponeng Mine, the WW Gold Plant and the Savuka Gold Plant



23


that can still be converted to gold that can be sold, which includes the gold associated with:
1.3.112.1.
the broken ore underground that is still to be hoisted to surface;
1.3.112.2.
the ore in the silos;
1.3.112.3.
the slime in the thickeners;
1.3.112.4.
the pulp in the leach and CIP (carbon in pulp) circuits; and
1.3.112.5.
carbon in the CIP (carbon in pulp) and elution circuits;
1.3.113.
"Gold In Lock Up (VR)" means, in relation to the Kopanang Gold Plant and the MWS Plant the gold that, as at the Closing Date, can be recovered after the end of operations of the Kopanang Gold Plant and the MWS Plant and when such plants are demolished;
1.3.114.
"Gold In Lock Up (WW)" means, in relation to the WW Gold Plant and the Savuka Gold Plant the gold that, as at the Closing Date, can be recovered after the WW Mines life of mine when the WW Gold Plant and the Savuka Gold Plant are demolished;
1.3.115.
"Governmental Approval" means, as applicable, registrations, licenses, permits, authorisations, exemptions, waivers, permissions, directives, entitlements, consents and approvals from any Governmental Entity, including Environmental Approvals;
1.3.116.
"Governmental Entity" means any supra-national, national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), or any governmental department, or any agency, regulator, court, entity, commission, board, ministry, bureau, locality or authority of any of the foregoing, or any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental authority or function;
1.3.117.
"Government Official" means:
1.3.117.1.
any official, officer, employee, director, principal, consultant, agent or representative of any government, ministry, body, department, agency, instrumentality or part thereof, any public international organisation (including the United Nations, the International Monetary Fund, the International Finance Corporation and the World Bank), any state-



24


owned or state-controlled entity, agency or enterprise, or of any political party;
1.3.117.2.
any person acting in an official capacity or exercising a public function for and on behalf of any of the foregoing;
1.3.117.3.
any candidate for political office; and
1.3.117.4.
where the UK Bribery Act 2010 applies, shall include foreign public officials as defined in sections 6(5) and 6(6) of the UK Bribery Act 2010;
1.3.118.
"Group" means AngloGold and its Subsidiaries;
1.3.119.
"Harmony" means Harmony Gold Mining Company Limited (Registration No. 1950/038232/06), a public company incorporated under the laws of South Africa;
1.3.120.
"Harmony Moab" means Harmony Moab Khotsong Operations Proprietary Limited (Registration No. 2006/039120/07) (previously named Coreland Property Investment Company Proprietary Limited), a private company incorporated under the laws of South Africa;
1.3.121.
"Harmony Sale Agreement" means the agreement entered into between AngloGold, Harmony and Harmony Moab on or about 18 October 2017, as amended from time to time;
1.3.122.
"Harmony Servitudes" shall bear the meaning ascribed thereto in clause 29.3.20.1;
1.3.123.
"Hazardous Substances" means any wastes, pollutants, contaminants and any other natural, radioactive or artificial substance (whether in the form of a solid, liquid, gas or vapour) which is capable of causing harm or damage to the Environment;
1.3.124.
"Hotel School Deed of Donation" shall bear the meaning ascribed thereto in clause 29.3.22.1;
1.3.125.
"Hotel School Properties" shall bear the meaning ascribed thereto in clause 29.3.22.1;
1.3.126.
"IFRS" means the International Financial Reporting Standards formulated by the International Accounting Standards Board for the preparation of financial statements, together with any authoritative interpretations issued by the International Financial Reporting Interpretations Committee;



25


1.3.127.
"Immoveable Property Period (VR)" shall bear the meaning ascribed thereto in clause 29.3.3;
1.3.128.
"Immoveable Property Period (WW)" shall bear the meaning ascribed thereto in clause 11.6.3;
1.3.129.
"Immoveable Properties (VR)" means the properties listed in Annexure R;
1.3.130.
"Immoveable Properties (WW)" means the properties listed in Annexure Q;
1.3.131.
"Income Tax Act" means the Income Tax Act, No. 58 of 1962;
1.3.132.
"Independent Valuer" has the meaning set out in clause 16.3.3;
1.3.133.
"Indemnified Claim (VR)" shall bear the meaning ascribed thereto in clause 43.1;
1.3.134.
"Indemnified Claim (WW)" shall bear the meaning ascribed thereto in clause 25.1;
1.3.135.
"Indemnified Liability Loss (VR)" shall bear the meaning ascribed thereto in clause 42.2.1;
1.3.136.
"Indemnified Liability Loss (WW)" shall bear the meaning ascribed thereto in clause 24.2.1;
1.3.137.
"Indemnified Party (VR)" shall bear the meaning ascribed thereto in clause 43.1;
1.3.138.
"Indemnified Party (WW)" shall bear the meaning ascribed thereto in clause 25.1;
1.3.139.
"Indemnifying Party (VR)" shall bear the meaning ascribed thereto in clause 43.1;
1.3.140.
"Indemnifying Party (WW)" shall bear the meaning ascribed thereto in clause 25.1;
1.3.141.
"Information Requests (VR)" shall bear the meaning ascribed thereto in clause 37.8.9;
1.3.142.
"Information Requests (WW)" shall bear the meaning ascribed thereto in clause 19.7.9;
1.3.143.
"Infrastructure (VR)" shall bear the meaning ascribed thereto in paragraph 1 of Annexure G;
1.3.144.
"Infrastructure (WW)" shall bear the meaning ascribed thereto in paragraph 4 of Annexure F;



26


1.3.145.
"Infrastructure Period (VR)" shall bear the meaning ascribed thereto in clause 29.3.4.1;
1.3.146.
"Infrastructure Period (WW)" shall bear the meaning ascribed thereto in clause 11.6.4.1;
1.3.147.
"Insolvency Act" means the Insolvency Act No. 24 of 1936;
1.3.148.
"Integration Meeting (VR)" shall bear the meaning ascribed thereto in clause 37.8.4;
1.3.149.
"Integration Meeting (WW)" shall bear the meaning ascribed thereto in clause 19.7.4
1.3.150.
"Integration Work Stream (VR)" shall bear the meaning ascribed thereto in clause 37.8.4;
1.3.151.
"Integration Work Stream (WW)" shall bear the meaning ascribed thereto in clause 19.7.4
1.3.152.
"Interim Payment Arrangement" shall bear the meaning ascribed thereto in clause 11.6.21.5;
1.3.153.
"Interim Period" means the period commencing on the Signature Date and ending on the Closing Date (both dates inclusive);
1.3.154.
"Interim Period Contracts (VR)" shall bear the meaning ascribed thereto in clause 37.5.2;
1.3.155.
"Interim Period Contracts (WW)" shall bear the meaning ascribed thereto in clause 19.5.2;
1.3.156.
"Interim Period Undertakings" means the undertakings and obligations of AngloGold contained in clauses 19.1.1 to 19.1.24 (both inclusive) and 37.1.1 to 37.1.24 (both inclusive);
1.3.157.
"Kopanang Gold Plant" shall bear the meaning ascribed thereto in paragraph 2 of Annexure G;
1.3.158.
"Kopanang Gold Plant Servitude" shall bear the meaning ascribed thereto in clause 29.4.3;
1.3.159.
"Law" means any law (including all statutes and subordinated legislation), constitution, treaty, regulation, rule, directive, rulings, standards, ordinance, by-laws, principle of common law, order or decree of any Governmental Entity



27


(including any judicial or administrative interpretation thereof) in force, and having the force of law, from time to time;
1.3.160.
"Lease Agreements (VR)" means the lease agreements listed in Annexure L;
1.3.161.
"Lease Agreements (WW)" means the lease agreements listed in Annexure K;
1.3.162.
"Long Stop Date" means 30 September 2020, as may be extended in accordance with clause 2.7;
1.3.163.
"Losses" means all losses, liabilities (including contingent liabilities), costs (including reasonable legal costs and experts', advisers’ and consultants' reasonable fees and expenses), charges, expenses, claims, fees, fines, penalties, damages, demands, reasonable amounts paid in settlement, and Taxes, in each case excluding all indirect, special or consequential losses;
1.3.164.
"LRA" means the Labour Relations Act No. 66 of 1995;
1.3.165.
"MAC Notice" shall bear the meaning ascribed thereto in clause 7.1;
1.3.166.
"MAC Termination Notice" shall bear the meaning ascribed thereto in clause 7.3;
1.3.167.
"Masakhisane" means Masakhisane Investment Proprietary Limited (Registration No. 1998/002655/07), a private company incorporated in accordance with the laws of South Africa;
1.3.168.
"Masakhisane Accounts" means all of the unaudited management accounts of Masakhisane for and during the financial year ended 31 December 2019, copies of which have been provided via the Data Room to the Purchaser prior to the Signature Date;
1.3.169.
"Masakhisane Business" means the business operated by Masakhisane as at the Closing Date being, among other things, the business of investing in small and medium enterprises and matters related thereto;
1.3.170.
"Masakhisane Sale Shares" means 100 (one hundred) ordinary shares with a par value of R1 (one Rand) per share in the issued share capital of Masakhisane;
1.3.171.
"Master’s Office" means the relevant office of the Master of the High Court of South Africa;
1.3.172.
"Material Adverse Change" means any adverse event (including, without limitation, a fire, a seismic event and/or any event that materially affects the ability to use any mine shaft or any of the Tailings Storage Facilities (WW) or Tailings Storage Facilities (VR)), circumstance, effect, occurrence or state of affairs (the



28


"Event") (other than to the extent caused by or resulting from any Excluded Matter), occurring during the Interim Period, which upon the occurrence thereof will, or is reasonably likely to, at any time on or after the Closing Date:
1.3.172.1.
permanently prevent access to the 123 level and/or 126 level production area of the Mponeng Mine;
1.3.172.2.
result in a loss of gold production of 20% (twenty percent) or more over a period of 12 (twelve) months, measured against AngloGold's aggregate forecasted gold production, in respect of the VR Businesses and the WW Businesses, for such 12 (twelve) month period as declared in AngloGold's business plan which may be in force at the time of the relevant Event;
1.3.172.3.
result in the Purchasers (individually or collectively in aggregate) incurring direct capital costs, in respect of the VR Businesses and/or the WW Businesses, in excess of USD60 000 000 (sixty million Dollars) (such excess hereinafter being the "Excess Amount") to remedy any deficiencies caused by the relevant Event, provided that in such instances:
1.3.172.3.1.
AngloGold shall have the option to provide the relevant Purchaser/s with the Excess Amount, which option may be exercised by AngloGold within 20 (twenty) Business Days after the relevant Event (or, if the relevant Event occurs within 20 (twenty) Business Days before the Closing Date, then within 2 (two) Business Days before the Closing Date) by providing the relevant Purchaser/s with written notice of its intention to provide the Excess Amount, in which case, AngloGold shall promptly, upon written demand by the relevant Purchaser/s from time to time, make payment of the Excess Amount as and when it falls due for payment; and
1.3.172.3.2.
if AngloGold has made payment of the Excess Amount and if:
1.3.172.3.2.1.
any of the Purchasers receives the benefit of any amount in terms of any insurance contract in respect of such Event, the relevant Purchaser must



29


promptly reimburse AngloGold for all amounts paid by AngloGold to the relevant Purchaser up to (and capped at) an amount equal to the Excess Amount from the proceeds it receives in respect of such insurance contract in relation to the relevant Event. In this regard, the relevant Purchaser undertakes to use all reasonable endeavours to lodge and procure a claim from its insurer in respect of such Event and to keep AngloGold informed of the progress in relation to such claim;
1.3.172.3.2.2.
AngloGold receives the benefit of any amount in terms of any insurance contract in respect of such Event, AngloGold shall promptly provide the Purchaser with all amounts in excess of the Excess Amount (and capped at the direct capital costs incurred by the Purchaser to remedy any deficiencies caused by the relevant Event less the Excess Amount already paid by AngloGold) from the proceeds it receives in respect of any insurance contract in relation to such Event;
1.3.172.4.
result in a reduction of the outstanding unutilised tailings storage capacity (as measured as at the Signature Date) in respect of:
1.3.172.4.1.
the following Tailings Storage Facilities (WW): the tailings storage facilities known as New North TSF and/or Mponeng TSF respectively, such that the aggregate outstanding unutilised tailings storage capacity (as measured as at the Signature Date) of the 2 (two) aforesaid Tailings Storage Facilities (WW) decreases by 20% (twenty percent) or more; and/or



30


1.3.172.4.2.
the Kareerand Tailings Storage Facility, such that the outstanding unutilised tailings storage capacity (as measured as at the Signature Date) of such Kareerand Tailings Storage Facility decreases by 20% (twenty percent) or more,
provided that the following shall be deemed to be an "Event", namely a collapse or any failure or rupture of (a) any of the following Tailings Storage Facilities (WW), namely the tailings storage facilities known as New North TSF and/or Mponeng TSF respectively; and/or (b) the Kareerand Tailings Storage Facility, if it meets the requirements of one or more of clauses 1.3.172.1 to 1.3.172.3 (inclusive) above;
1.3.173.
"Matlosana Municipality" shall bear the meaning ascribed thereto in clause 29.3.25.1;
1.3.174.
"Merafong Municipality" shall bear the meaning ascribed thereto in clause 11.6.21.1.1;
1.3.175.
"Merafong Trust Money" shall bear the meaning ascribed thereto in clause 11.6.21.5.2;
1.3.176.
"Merger Notification" shall bear the meaning ascribed thereto in clause 3.1;
1.3.177.
"Mineral and Petroleum Resources Royalty Act" means the Mineral and Petroleum Resources Royalty Act, No. 28 of 2008;
1.3.178.
"Mining Charter" means the Broad-Based Black Socio-Economic Empowerment Charter for the South African Mining and Minerals Industry, 2004 read with the Amendment of the Broad-Based Socio-Economic Empowerment Charter for the South African Mining and Minerals Industry, 2010 and the Broad-Based Black Socio-Economic Empowerment Charter for the South African Mining and Minerals Industry 2018 gazetted by the Minister on 27 September 2018 under Gazette No. 41934 and all and any codes, documentation and/or guidelines related thereto;
1.3.179.
"Mining Titles Office" means the Mineral and Petroleum Titles Registration Office contemplated in section 2 of the MTRA;
1.3.180.
"Minister" means the Minister of Mineral Resources and Energy, and includes any person to whom the Minister has delegated powers and functions in terms of section 103 of the MPRDA;
1.3.181.
"MOD (VR)" means the marginal ore dumps situated on the MOD Sites (VR) labelled MOD 1, MOD 2 pre-sinking, MOD 3, MOD 3 pre-sinking, MOD 4, MOD



31


4 pre-sinking, MOD 5, MOD 5 pre-sinking, Harties 2 MOD, Harties 2 pre-sinking, Harties 7 MOD, Harties 7 pre-sinking, and Buffels MODs in Annexure N;
1.3.182.
"MOD (WW)" means the marginal ore dumps situated on the MOD Sites (WW) labelled Savuka MOD, TauTona pre-sinking and Mponeng MOD in Annexure M;
1.3.183.
"MOD Sites (VR)" means those areas on the properties on which the MODs (VR) are located as depicted in Annexure N and shown and outlined in Annexure X;
1.3.184.
"MOD Sites (WW)" means those areas on the properties on which the MODs (WW) are located as depicted in Annexure M and shown and outlined in Annexure W;
1.3.185.
"Motor Vehicles (VR)" means: (a) the vehicles listed in folder 1.3.11.2.2.0.11 of the Data Room; and (b) all vehicles used in or otherwise related to the VR Remaining Business as at the Closing Date and which are owned by AngloGold;
1.3.186.
"Motor Vehicles (WW)" means: (a) the vehicles listed in folder 1.2.11.2.2.0.7 of the Data Room; and (b) all vehicles used in or otherwise related to the WW Mining Business as at the Closing Date and which are owned by AngloGold;
1.3.187.
"Mponeng Mine" shall bear the meaning ascribed thereto in paragraph 1.1 of Annexure F;
1.3.188.
"MPRDA" means the South African Mineral and Petroleum Resources Development Act, No. 28 of 2002;
1.3.189.
"MTRA" means the Mining Titles Registration Act, No 16 of 1967;
1.3.190.
"Municipal Appeals (VR)" shall bear the meaning ascribed thereto in clause 29.3.25.1;
1.3.191.
"Municipal Appeals (WW)" shall bear the meaning ascribed thereto in clause 11.6.21.1.3;
1.3.192.
"Municipal New Values (VR)" shall bear the meaning ascribed thereto in clause 29.3.25.1;
1.3.193.
"Municipal New Values (WW)" shall bear the meaning ascribed thereto in clause 11.6.21.1.1;
1.3.194.
"Municipal Objections (VR)" shall bear the meaning ascribed thereto in clause 29.3.25.1;



32


1.3.195.
"Municipal Objections (WW)" shall bear the meaning ascribed thereto in clause 11.6.21.1.2;
1.3.196.
“Municipal Properties and Infrastructure” shall bear the meaning ascribed thereto in clause 11.6.21.1.2;
1.3.197.
"MWC" means Margaret Water Company NPC (Registration No. 2007/017805/08), a non-profit company duly incorporated under the laws of South Africa;
1.3.198.
"MWS" means Mine Waste Solutions Proprietary Limited (Registration No. 2000/001443/07), a private company incorporated under the laws of South Africa;
1.3.199.
"MWS Accounts" means all of the unaudited management accounts of MWS for and during the financial year ended 31 December 2019, copies of which have been provided via the Data Room to the Purchaser prior to the Signature Date;
1.3.200.
"MWS Business" means the business operated by MWS as at the Closing Date being, among other things, the holding of the issued share capital of Chemwes, the holding of the various licences, permits and authorisations required for the operation of the business of MWS and the Chemwes Business (including the NNRA Certificate, water use licences issued in terms of NWA, an atmospheric emissions licence issued in terms of NEMAQA and the authorisations issued in terms of NEMA) and the management of property and buildings and matters related thereto;
1.3.201.
"MWS Plant" means, as depicted as such in Annexure X, and all other fixed and movable equipment and infrastructure owned and used by Chemwes or MWS in or in connection with the MWS Plant, as at the Closing Date, being (as at the Signature Date) the assets listed in folder 1.3.11.2.2.0.9 of the Data Room;
1.3.202.
"NEMA" means the National Environmental Management Act, No. 107 of 1998;
1.3.203.
"NEMAQA" means the National Environmental Management: Air Quality Act No. 39 of 2004;
1.3.204.
"NEMWA" means the National Environmental Management: Waste Act No. 59 of 2008;
1.3.205.
"Net Purchase Price (VR)" shall bear the meaning ascribed thereto in Annexure BB;
1.3.206.
"Net Purchase Price (WW)" shall bear the meaning ascribed thereto in Annexure AA;



33


1.3.207.
"NNRA" means the National Nuclear Regulator Act, No. 47 of 1999;
1.3.208.
"Non-Transferable Permits (VR)" means all Permits (VR), other than the Transferable Permits (VR), including (without limitation), the certificate of registration COR-2 dated 20 June 2006 issued to AngloGold in terms of the NNRA, which relates to the VR Remaining Business;
1.3.209.
"Non-Transferable Permits (WW)" means all Permits (WW), other than the Transferable Permits (WW), including (without limitation), the certificate of registration COR-3 dated 24 April 2002 issued to AngloGold in terms of the NNRA, which relates to the WW Mining Business;
1.3.210.
"Notarial Deeds of Cession" means the notarial deeds of cession required for the cession of the WW Mining Rights in the Mining Titles Office from AngloGold to the Purchaser;
1.3.211.
"Notice Period" shall bear the meaning ascribed thereto in clause 50.1;
1.3.212.
"NWA" means the National Water Act, No. 36 of 1998;
1.3.213.
"Observers (VR)" shall bear the meaning ascribed thereto in clause 37.7;
1.3.214.
"Observers (WW)" shall bear the meaning ascribed thereto in clause 19.6;
1.3.215.
"Original Closing Date" shall bear the meaning ascribed thereto in clause 7.1;
1.3.216.
"Operative Provisions" shall bear the meaning ascribed thereto in clause 2.1;
1.3.217.
"Parties" means collectively AngloGold, Harmony, Harmony Moab and the WW Purchaser;
1.3.218.
"Pending Applications" means:
1.3.218.1.
the application in terms of section 102 of the MPRDA lodged by AngloGold at the DMRE on or about 28 March 2017 in relation to the consolidation of WW Mining Right 01 MR, a copy of which is listed under folder 1.2.12.2.1 of the Data Room; and
1.3.218.2.
the application in terms of section 24 of the MPRDA lodged by AngloGold at the DMRE on or about 14 April 2016 in relation to the renewal of WW Mining Right 11 MR, a copy of which is listed under folder 1.2.12.2.5.2 of the Data Room;
1.3.219.
"Permits (VR)" means all Governmental Approvals held by AngloGold which are required for or otherwise relate to the operation of the VR Remaining Business;  



34


1.3.220.
"Permits (WW)" means all Governmental Approvals held by AngloGold which are required for or otherwise relate to the operation of the WW Mining Business;  
1.3.221.
"PFA" means Pension Funds Act No. 24 of 1956;
1.3.222.
"Post-Retirement Medical Aid Promise (VR)" means the post-retirement medical aid promise that was made by AngloGold to certain employees of the VR Package before the Closing Date, who have not retired on or before the Closing Date, to subsidise those employees’ post-retirement medical aid membership contributions and other liabilities after retirement;
1.3.223.
"Post-Retirement Medical Aid Promise (WW)" means the post-retirement medical aid promise that was made by AngloGold to certain employees of the WW Package before the Closing Date, who have not retired on or before the Closing Date, to subsidise those employees’ post-retirement medical aid membership contributions and other liabilities after retirement;
1.3.224.
"Prime Rate" means the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365 (three hundred and sixty five) day year irrespective of whether or not the year is a leap year, from time to time published by The Standard Bank of South Africa Limited at the relevant point in time as being its prime overdraft rate, as certified by any representative of that bank whose appointment and designation it shall not be necessary to prove;
1.3.225.
"Proposed Contracts (VR)" shall bear the meaning ascribed thereto in clause 37.5.1;
1.3.226.
"Proposed Contracts (WW)" shall bear the meaning ascribed thereto in clause 19.5.1;
1.3.227.
"Purchase Price" means, collectively, the Purchase Price (VR) and the Purchase Price (WW);
1.3.228.
"Purchase Price (VR)" shall bear the meaning ascribed thereto in clause 34.1.1;
1.3.229.
"Purchase Price (WW)" shall bear the meaning ascribed thereto in clause 16.1.1;
1.3.230.
"Purchasers" means, collectively, Harmony, Harmony Moab and the WW Purchaser;
1.3.231.
"Purchaser Claim" shall bear the meaning ascribed thereto in paragraph 1.1 in Annexure C;



35


1.3.232.
"Purchaser Financial Guarantee" shall bear the meaning ascribed thereto in clause 11.5.4.1;
1.3.233.
"Purchasers' Counsel" means Bowman Gilfillan Inc. (Registration No. 1998/021409/21), a law firm conducting business as such in South Africa;
1.3.234.
"Purchaser’s Group" means Harmony, Harmony Moab, the WW Purchaser and their Subsidiaries for the time being;
1.3.235.
"Purchaser's Integration Representatives (VR)" shall bear the meaning ascribed thereto in clause 37.8;
1.3.236.
"Purchaser's Integration Representatives (WW)" shall bear the meaning ascribed thereto in clause 19.7;
1.3.237.
"Purchaser's Integration Work Stream Representatives (VR)" shall bear the meaning ascribed thereto in clause 37.9.1;
1.3.238.
"Purchaser's Integration Work Stream Representatives (WW)" shall bear the meaning ascribed thereto in clause 19.8.1;
1.3.239.
"Purchaser RCF Agreements" means:
1.3.239.1.
the USD400 000 000 (four hundred million Dollars) term and revolving credit facilities agreement dated 20 August 2019, entered into between Harmony, ABSA Bank Limited and Nedbank Limited, as may be amended from time to time; and
1.3.239.2.
the ZAR2 000 000 000 (two billion Rand) term and revolving credit facilities agreement dated 8 November 2018, entered into between Harmony, ABSA Bank Limited and Nedbank Limited, as may be amended from time to time;
1.3.240.
"Purchaser's Representatives" shall bear the meaning ascribed thereto in clause 22.3.4;
1.3.241.
"Qualifying Employees" means, in respect of a particular entity and a particular business/es, collectively, all employees of such entity (and which includes those persons that are deemed in law to be employees of such entity) who are dedicated or significantly connected to, or employed or used significantly, primarily or exclusively in (or in connection with), such business/es;
1.3.242.
"Rand" or "R" means Rand, the official currency of South Africa;
1.3.243.
"Rates Act" means the Local Government: Municipal Property Rates Act 6 of 2004;



36


1.3.244.
"Rates Clearance Certificate (VR)" shall bear the meaning ascribed thereto in clause 29.3.8;
1.3.245.
"Rates Clearance Certificate (WW)" shall bear the meaning ascribed thereto in clause 11.6.8;
1.3.246.
"Rates Clearance Figures (VR)" shall bear the meaning ascribed thereto in clause 29.3.5.1;
1.3.247.
"Rates Clearance Figures (WW)" shall bear the meaning ascribed thereto in clause 11.6.5.1;
1.3.248.
"RCF Agreements" means collectively:
1.3.248.1.
the revolving credit facility agreement entered into between, inter alia, AngloGold, Nedbank Limited (acting through its corporate banking division as Agent and Original Bank) and ABSA Bank Limited (as Original Bank) with a maturity date of July 2020;
1.3.248.2.
the revolving credit facility agreement entered into between, inter alia, AngloGold, Nedbank Limited (acting through its corporate banking division as Agent and Original Bank) and ABSA Bank Limited (as Original Bank) with a maturity date of December 2021; and
1.3.248.3.
the revolving credit facility agreement entered into between, inter alia, AngloGold and The Standard Bank Limited (acting through its corporate banking division as Agent and Arranger) with a maturity date of November 2022;
1.3.249.
"Recommendation (VR)" shall bear the meaning ascribed thereto in clause 43.2.6;
1.3.250.
"Recommendation (WW)" shall bear the meaning ascribed thereto in clause 25.2.6;
1.3.251.
"Refining Licence (VR)" the refining licence AP06789 dated 27 October 2009 issued to AngloGold in terms of the Precious Metals Act No. 2005 in so far as it relates to the VR Remaining Business;
1.3.252.
"Refining Licence (WW)" the refining licence AP06789 dated 27 October 2009 issued to AngloGold in terms of the Precious Metals Act No. 2005 which relates to the WW Mining Business;
1.3.253.
"Regional Director" means the DWS Provincial Head: Gauteng;



37


1.3.254.
"Relevant Liabilities (VR)" shall bear the meaning ascribed thereto in clause 42.2.3;
1.3.255.
"Relevant Liabilities (WW)" shall bear the meaning ascribed thereto in clause 24.4;
1.3.256.
"Relevant Party/ies" shall bear the meaning ascribed thereto in clause 52.2.1;
1.3.257.
"Remaining Employees (VR)" means the employees listed in Annexure II, being those of the Qualifying Employees in respect of the VR Businesses, which the Parties intend to remain in the employ of AngloGold after the Closing Date;
1.3.258.
"Remaining Employees (WW)" means the employees listed in Annexure JJ, being those of the Qualifying Employees in respect of the WW Businesses, which the Parties intend to remain in the employ of AngloGold after the Closing Date;
1.3.259.
"Response Notice" shall bear the meaning ascribed thereto in clause 1.2 of Annexure C;
1.3.260.
"s37 Supporting Valuation (VR)" shall bear the meaning ascribed thereto in clause 34.3.3;
1.3.261.
"s37 Supporting Valuation (WW)" shall bear the meaning ascribed thereto in clause 16.3.3;
1.3.262.
"s37 Valuation Property (VR)" shall bear the meaning ascribed thereto in clause 34.3.1;
1.3.263.
"s37 Valuation Property (WW)" shall bear the meaning ascribed thereto in clause 16.3.1;
1.3.264.
"Sale Assets (VR)" means collectively:
1.3.264.1.
the Consumable Stores (VR);
1.3.264.2.
the Contracts (VR), and all benefits and rights of AngloGold under each of the Contracts (VR) which shall transfer to Harmony Moab. For the avoidance of doubt, the aforegoing does not include any debtors under such Contracts (VR) as at the Closing Date;
1.3.264.3.
the Critical Spares (VR);
1.3.264.4.
all Gold In Lock Up (VR);
1.3.264.5.
all Gold in Process (VR);



38


1.3.264.6.
the Immoveable Properties (VR) subject to all registered servitudes, Surface Right Permits (VR) and Encumbrances;
1.3.264.7.
all Infrastructure (VR);
1.3.264.8.
the Kopanang Gold Plant Servitude;
1.3.264.9.
the MOD (VR);  
1.3.264.10.
the Motor Vehicles (VR);
1.3.264.11.
the Servitudes (VR);
1.3.264.12.
the Surface Right Permits (VR);
1.3.264.13.
Tailings Storage Facilities (VR);  
1.3.264.14.
all Transferable Permits (VR);
1.3.264.15.
the VR Remaining Sale Assets;
1.3.264.16.
all geological and engineering information in whatsoever form related to the VR Remaining Sale Assets;
1.3.264.17.
all medical records, medical information and other employee records relating to the Transferring Employees (VR); and
1.3.264.18.
all other assets owned by AngloGold and servitudes and surface right permits held by AngloGold, in each case which are primarily used in connection with the other items listed in clauses 1.3.264.1 to 1.3.264.18 (inclusive);
1.3.265.
"Sale Assets (WW)" means collectively:
1.3.265.1.
the Contracts (WW), and all benefits and rights of AngloGold under each of the Contracts (WW) which shall transfer to the WW Purchaser. For the avoidance of doubt, the aforegoing does not include any debtors under such Contracts (WW) as at the Closing Date;
1.3.265.2.
all Consumable Stores (WW);
1.3.265.3.
the Critical Spares (WW);
1.3.265.4.
all Gold In Lock Up (WW);
1.3.265.5.
all Gold In Process (WW);



39


1.3.265.6.
the Immoveable Properties (WW) subject to all registered servitudes, Surface Right Permits (WW) and Encumbrances;
1.3.265.7.
all Infrastructure (WW);
1.3.265.8.
the MOD (WW);  
1.3.265.9.
the Motor Vehicles (WW);
1.3.265.10.
the Servitudes (WW);
1.3.265.11.
the Surface Right Permits (WW);
1.3.265.12.
the Tailings Storage Facilities (WW);  
1.3.265.13.
all Transferable Permits (WW);
1.3.265.14.
the WW Core;
1.3.265.15.
the WW Mining Rights;  
1.3.265.16.
the WW Mining Sale Assets;  
1.3.265.17.
all geological and engineering information in whatsoever form related to the WW Mining Sale Assets;
1.3.265.18.
all medical records, medical information and other employee records relating to the Transferring Employees (WW);
1.3.265.19.
the tailings storage facilities which qualify as residue stockpiles as defined in the MPRDA which by law transfer with the WW Mining Rights; and
1.3.265.20.
all other assets owned by AngloGold and servitudes and surface right permits held by AngloGold, in each case which are primarily used in connection with the other items listed in clauses 1.3.265.16 to 1.3.265.19 (inclusive);
1.3.266.
"Sale Equity (WW)" means, collectively, the Covalent Sale Equity, the AngloGold Security Services Sale Shares and the Masakhisane Sale Shares;
1.3.267.
"Sale Liabilities (VR)" means all obligations and liabilities (whether actual or contingent) in respect of the Sale Assets (VR) (other than Environmental Obligations (VR), which are dealt with separately in clause 42.1 of this Agreement), including without limitation, the liabilities set out in Annexure V but in each case specifically excluding the Excluded Liabilities;



40


1.3.268.
"Sale Liabilities (WW)" means all obligations and liabilities (whether actual or contingent) in respect of the Sale Assets (WW) (other than Environmental Obligations (WW), which are dealt with separately in clause 24.1 of this Agreement), including without limitation, the liabilities set out in Annexure U but in each case specifically excluding the Excluded Liabilities;
1.3.269.
"Sale Package" means, collectively, the WW Package and the VR Package;
1.3.270.
"SANRAL" means the South African National Roads Agency SOC Limited (Registration No. 1998/009584/30), a limited liability company incorporated in accordance with the laws of South Africa;
1.3.271.
"SANRAL Portions (WW)" shall bear the meaning ascribed thereto in clause 11.6.20.1;
1.3.272.
"SANRAL Portions (VR)" shall bear the meaning ascribed thereto in clause 29.3.21.1;
1.3.273.
"SARS" means the South African Revenue Service established in terms of the South African Revenue Service Act No. 34 of 1997;
1.3.274.
"Savuka Gold Plant" shall bear the meaning ascribed thereto in paragraph 3 of Annexure F;
1.3.275.
"Section 102 Application" shall bear the meaning ascribed thereto in clause 4.9.2;
1.3.276.
"Section 197(6) Agreements" shall bear the meaning ascribed thereto in clause 13.2.1;
1.3.277.
"Section 11 Application" means the application by AngloGold and the WW Purchaser to the Minister in terms of section 11 of the MPRDA to grant the Section 11 Ministerial Consent;
1.3.278.
"Section 11 Ministerial Consent" means the consent of the Minister in terms of section 11 of the MPRDA for the transfer of the WW Mining Rights from AngloGold to the WW Purchaser;
1.3.279.
"Seller's Integration Representatives (VR)" shall bear the meaning ascribed thereto in clause 37.8.2;
1.3.280.
"Seller's Integration Representatives (WW)" shall bear the meaning ascribed thereto in clause 19.7.2;
1.3.281.
"Seller's Integration Work Stream Representatives (VR)" shall bear the meaning ascribed thereto in clause 37.9.2;



41


1.3.282.
"Seller's Integration Work Stream Representatives (WW)" shall bear the meaning ascribed thereto in clause 19.8.2;
1.3.283.
"Servitudes (VR)" means the notarial deeds of servitude reflected in Annexure T;  
1.3.284.
"Servitudes (WW)" means the notarial deeds of servitude reflected in Annexure S;  
1.3.285.
"Signature Date" means the date of signature of this Agreement by the last Party to do so;
1.3.286.
"Silicosis Class Action Settlement Agreement" means the agreement titled “Gold Mineworkers’ Class Action Settlement Agreement” entered into on or about 3 May 2018 by AngloGold, African Rainbow Minerals Limited, Anglo American South Africa Limited, Avgold Limited, Freegold (Harmony) Proprietary Limited, Free State Consolidated Gold Mines (Operations) Limited, Gold Fields Limited, Gold Fields Operations Limited, Newshelf 899 Proprietary Limited, Beatrix Mines Limited, Farworks/682 Limited, Driefontein Consolidated Proprietary Limited, GFL Mining Services Limited, GFI Joint Venture Holdings Proprietary Limited, Harmony Gold Mining Company Limited, Unisel Gold Mines Limited, Loraine Gold Mines Limited, Randfontein Estates Limited, Sibanye Gold Limited, Leslie Gold Mines Limited, Bracken Mines Limited, K2018259017 (South Africa) Proprietary Limited, Richard Spoor Inc. Attorneys, Richard Spoor, Abrahams Kiewitz Incorporated, Charles Abrahams, Legal Resources Centre, Motley Rice LLC, Hausfeld LLP and the Persons Listed in Schedule 1 to the agreement which agreement was approved in the judgment handed down on 26 July 2019 by the High Court of South Africa, Gauteng Local Division under case number 44060/2018 in terms of which, inter alia, the parties thereto settled, inter alia, the class action litigation as defined in the agreement;
1.3.287.
"SLAs (VR)" means the service agreements listed under Annexure H;
1.3.288.
"South Africa" means the Republic of South Africa;
1.3.289.
"Spot Rate" means, in relation to any day, the average of Reuters’ published spot rate of exchange for the sale of USD for the purchase of ZAR in the Johannesburg foreign exchange market at or about 11:00 a.m. (South African time) on each of the 3 (three) Business Days immediately prior to the relevant day;
1.3.290.
"Subsidiary" shall bear the meaning ascribed thereto it in section 3 of the Companies Act, save that all references in section 3 of the Companies Act to “company” shall include an entity incorporated outside of South Africa that, save



42


for its country of incorporation, would also satisfy the definition of "Subsidiary" set out in the Companies Act (as the case may be);
1.3.291.
"Substitutionary Permits (VR)" means the equivalent of the Non-Transferable Permits (VR) to be obtained by Harmony Moab in its own name in relation to the VR Remaining Business, as contemplated in clause 30;
1.3.292.
"Substitutionary Permits (WW)" means the equivalent of the Non-Transferable Permits (WW) to be obtained by the WW Purchaser in its own name in relation to the WW Mining Business, as contemplated in clause 12;
1.3.293.
"Surface Right Permits (VR)" means the surface right permits listed in Annexure Z;  
1.3.294.
"Surface Right Permits (WW)" means the surface right permits listed in Annexure Y;  
1.3.295.
"Tailings Storage Facilities (VR)" means the tailings storage facilities known as South East, Sulphur Paydam, East TSF, West Extension and West Complex (including comp 4), situated on the Tailings Storage Facilities Sites (VR) as depicted in Annexure X, together with all tailings contained on and all minerals deposited at such facilities, and all related infrastructure and equipment including, but not limited to, all pipelines interlinking the Chemwes Business and the Kopanang Gold Plant, as applicable as at the Closing Date;
1.3.296.
"Tailings Storage Facilities (WW)" means the tailings storage facilities known as New North TSF, Old North TSF and Mponeng TSF, situated on the Tailings Storage Facilities Sites (WW) as depicted in Annexure W, together with all tailings contained on and all minerals deposited at such facilities (whether or not such tailings relate to the WW Mines and their operations), and all related infrastructure and equipment including, but not limited to, all pipelines interlinking the Mponeng Gold Plant and the Savuka Gold Plant, as applicable as at the Closing Date, but excluding tailings storage facilities which qualify as residue stockpiles as defined in the MPRDA which by law transfer with the WW Mining Rights;
1.3.297.
"Tailings Storage Facilities Sites (VR)" means, in respect of each Tailings Storage Facility (VR), those areas on the properties on which the Tailings Storage Facility (VR) in question is situated, all of which areas are shown and outlined in Annexure X and labelled with reference to each Tailings Storage Facilities (VR) in question;
1.3.298.
"Tailings Storage Facilities Sites (WW)" means, in respect of each Tailings Storage Facility (WW), those areas on the properties on which the Tailings Storage



43


Facility (WW) in question is situated, all of which areas are shown and outlined in Annexure W and labelled with reference to each Tailings Storage Facility (WW) in question;
1.3.299.
"Tax" means all income tax, capital gains tax, dividends tax, mineral royalties tax, carbon tax, securities transfer tax, PAYE, donations tax, customs duty, levies, assessments, deductions, charges, interest, penalties and withholdings whatsoever in terms of any South African tax legislation and the terms "Taxes" and "Taxation" and other cognate terms shall have corresponding meanings;
1.3.300.
"Transactions" means, collectively, the WW Transaction and VR Transaction;
1.3.301.
"Transfer" means, collectively, Transfer (VR) and Transfer (WW);
1.3.302.
"Transfer (VR)" means the registration of transfer in the relevant Deeds Registry of Immoveable Properties (VR), or any one of them, in the name of Harmony Moab;
1.3.303.
"Transfer (WW)" means the registration of transfer in the relevant Deeds Registry of Immoveable Properties (WW), or any one of them, in the name of the WW Purchaser;
1.3.304.
"Transfer Date" means in respect of a particular Transfer, the date of that Transfer;
1.3.305.
"Transferable Permits (VR)" means those Permits (VR) which are identified as a "Transferable Permit (VR)" in terms of clause 30.3, including (without limitation):
1.3.305.1.
water use licence no. 01/C24J/BFJ/2000 issued to AngloGold in terms of the NWA in so far as it relates to the VR Remaining Business;
1.3.305.2.
the atmospheric emissions license reference FDDM-MQQ-2013-16 dated July 2014 issued to AngloGold in terms of the NEMAQA in so far as it relates to the VR Remaining Business; and
1.3.305.3.
the atmospheric emission licence AEL NWPG/ANGLOGOLD ASHANTI/ AEL 4.13/FEB 14 dated 27 February 2014 issued to AngloGold in terms of NEMAQA in so far as it relates to the VR Remaining Business;
1.3.306.
"Transferable Permits (WW)" means those Permits (WW) which are identified as a "Transferable Permit (WW)" in terms of clause 12.1, including (without limitation):
1.3.306.1.
the water use licence 08/C23E/AEFGJ/1250 dated 8 September 2011 issued to AngloGold in terms of the NWA;



44


1.3.306.2.
the water use licence 10/C23E/AFJ/4787 dated 1 December 2016 issued to AngloGold in terms of the NWA;
1.3.306.3.
the atmospheric emissions licence WR/ 16-17/AEL9/3 dated 2 October 2018 issued to AngloGold in terms of NEMAQA;
1.3.307.
"Transferring Affiliates" means, collectively, the WW Companies, the VR Companies, the AngloGold Enviro Trust, the Wonderfontein Trust and the Chemwes Trust;
1.3.308.
"Transferring Employees (VR)" means all those Qualifying Employees (but specifically excluding the Remaining Employees (VR)) of AngloGold in respect of the VR Businesses and who, as at the Signature Date, are listed in Annexure P and who still are Qualifying Employees of AngloGold in respect of the VR Businesses as at the Closing Date, as well as all other persons: (a) who become Qualifying Employees of AngloGold in respect of the VR Businesses, in the ordinary course thereof during the Interim Period, and who still are Qualifying Employees of AngloGold in respect of the VR Businesses as at the Closing Date; and (b) who are reinstated after the Closing Date as a Qualifying Employee of the VR Businesses by virtue of any order of a competent employment tribunal or court ; 
1.3.309.
"Transferring Employees (WW)" means all those Qualifying Employees (but specifically excluding the Remaining Employees (WW)) of AngloGold in respect of the WW Businesses and who, as at the Signature Date, are listed in Annexure O and who are Qualifying Employees of AngloGold in respect of the WW Businesses as at the Closing Date, as well as all other persons : (a) who become Qualifying Employees of AngloGold in respect of the WW Businesses, in the ordinary course thereof during the Interim Period, and who still are Qualifying Employees of AngloGold in respect of the WW Businesses as at the Closing Date; and (b) who are reinstated after the Closing Date as a Qualifying Employee of the WW Businesses by virtue of any order of a competent employment tribunal or court;
1.3.310.
"Traxtion" means Traxtion Sheltam Proprietary Limited (Registration No. 2004/028215/07), a private company incorporated in accordance with the laws of South Africa;
1.3.311.
"Traxtion Agreement" shall bear the meaning ascribed thereto in clause 29.3.23.1;
1.3.312.
"Traxtion Rail Link Servitude" shall bear the meaning ascribed thereto in clause 29.3.24.1;



45


1.3.313.
"Traxtion Rail Link Servitude Properties" shall bear the meaning ascribed thereto in clause 29.3.24.1;
1.3.314.
"Traxtion Railway Workshop Property" shall bear the meaning ascribed thereto in clause 29.3.23.1;
1.3.315.
"Trust Money" means all money, equities, bonds and any other assets held by the AngloGold Enviro Trust as at the Closing Date in relation to AngloGold's rehabilitation obligations in respect of the WW Mining Business and the VR Remaining Business (including all interest accrued on such money during the Interim Period), the value of which amounted to approximately R1,156,226,541.25 (one billion one hundred and fifty six million two hundred and twenty six thousand and five hundred and forty one Rand and twenty five cents) as at 31 December 2019;
1.3.316.
"USD" or "US$" means United States dollars, the official currency of the United States of America;
1.3.317.
"VAT" means value - added tax in terms of the VAT Act;
1.3.318.
"VAT Act" means the Value-Added Tax Act, No. 89 of 1991;
1.3.319.
"VMR" shall bear the meaning ascribed thereto in clause 29.4.2; 
1.3.320.
"VMR Portions" shall bear the meaning ascribed thereto in clause 29.4.2;
1.3.321.
"VR Businesses" means, collectively, the VR Sale Equity Businesses and the VR Remaining Business;
1.3.322.
"VR Companies" means, collectively, FUSA, MWS and Chemwes;
1.3.323.
"VR Companies Accounts" means, collectively, the FUSA Accounts, the MWS Accounts and the Chemwes Accounts;
1.3.324.
"VR EA Application" means, collectively, an application to be submitted, after the Closing Date, by MWS under regulation 31 of the EIA Regulations to include the Sale Assets (VR) within the scope of one of MWS’s environmental authorisations; a new environmental authorisation application to be submitted by MWS, after the Closing Date, under the EIA Regulations in respect of the Sale Assets (VR); or any other application to be submitted by MWS, after the Closing Date, as may be required by the competent authority in respect of the Sale Assets (VR); and/or or any studies, filings, reports, submissions, applications or other documents which are required as part of, or in connection with, the VR EA Application;



46


1.3.325.
"VR Package" means collectively the FUSA Sale Equity and the VR Remaining Business;
1.3.326.
"VR Region" means the areas over which the VR Remaining Business, the FUSA Business, the MWS Business or the Chemwes Business (as the case may be) are conducted, which include (without limitation) the Immoveable Properties (VR), the Chemwes Property and the areas covered by the Surface Right Permits (VR), the Kopanang Gold Plant Servitude and Servitudes (VR);
1.3.327.
"VR Remaining Business" means the business being sold, transferred and ceded to Harmony Moab in terms of this Agreement, comprising the Sale Assets (VR) and Sale Liabilities (VR);
1.3.328.
"VR Remaining Sale Assets" means the assets listed in Annexure G;
1.3.329.
"VR Sale Equity Businesses" means, collectively, the FUSA Business, the MWS Business and the Chemwes Business;
1.3.330.
"VR Transaction" means the sale, purchase, cession and assignment of the VR Package, as set out in Part C of this Agreement (as read with the provisions of Part A and Part D of this Agreement, as applicable);
1.3.331.
"Warranties (VR)" means, collectively, the warranties in Annexure B1, Annexure B2, Annexure B3 and Annexure B4;
1.3.332.
"Warranties (WW)" means, collectively, the warranties in Annexure A1, Annexure A2, Annexure A3 and Annexure A4;
1.3.333.
"Warranties" means, collectively, the Warranties (VR) and Warranties (WW);
1.3.334.
"Water Supplier (VR)" means Midvaal Water Company NPC;
1.3.335.
"Water Supplier (WW)" means Rand Water Board;
1.3.336.
"Wonderfontein Trust" means the Wonderfontein Trust registered at the Master’s Office with IT number IT2607/2009;
1.3.337.
"WW Businesses" means, collectively, the WW Equity Businesses and the WW Mining Business;
1.3.338.
"WW Business Deferred Consideration Agreement" means the agreement entered into, or to be entered into, between Harmony, the WW Purchaser and AngloGold in terms of which, inter alia, the application and determination of that portion of the Purchase Price (WW) which results from future gold production from



47


the WW Mines by the WW Purchaser is agreed between the WW Purchaser and AngloGold, on the further terms and conditions set out therein;
1.3.339.
"WW Business Deferred Consideration Agreements" means, collectively, the WW Business Deferred Consideration Agreement and the WW Business Deferred Consideration Extension Agreement;
1.3.340.
"WW Business Deferred Consideration Extension Agreement" means the agreement entered into, or to be entered into, between Harmony, the WW Purchaser and AngloGold in terms of which, inter alia, the application and determination of that portion of the Purchase Price (WW) which results from future gold production from the extension of the WW Mines by the WW Purchaser is agreed between the WW Purchaser and AngloGold, on the further terms and conditions set out therein;
1.3.341.
"WW Deferred Consideration" shall have the meaning ascribed thereto in clause 16.1.1;
1.3.342.
"WW Companies" means, collectively, Covalent, AngloGold Security Services and Masakhisane;
1.3.343.
"WW Core" means the portions of the geological core relating to Mponeng Mine, Savuka Mine and the Tau Tona Mine stored, as at the Closing Date, at Mponeng Mine;
1.3.344.
"WW Equity Businesses" means, collectively, the AngloGold Security Services Business, the Covalent Business and the Masakhisane Business;
1.3.345.
"WW Financial Guarantees" means the financial guarantee/s in place in relation to AngloGold's rehabilitation obligations in respect of the WW Mining Business as at the Closing Date;
1.3.346.
"WW Gold Plant" shall bear the meaning ascribed thereto in paragraph 2 of Annexure F;
1.3.347.
"WW Mines" shall bear the meaning ascribed thereto in paragraph 1 of Annexure F;
1.3.348.
"WW Mining Areas" shall bear the meaning ascribed thereto in section 1 of the MPRDA in respect of the WW Mining Rights and WW Mining Right 11 MR;
1.3.349.
"WW Mining Business" means the business being sold, transferred and ceded to the WW Purchaser in terms of this Agreement, comprising the Sale Assets (WW) and Sale Liabilities (WW);



48


1.3.350.
"WW Mining Rights" means, collectively, WW Mining Right 01 MR and WW Mining Right 248 MR;
1.3.351.
"WW Mining Right 01 MR" means the mining right (DMRE reference: GP 30/5/1/2/2/01 MR) converted in terms of Item 7 of Schedule II to the MPRDA, held in respect of gold in respect of the portions of the farm Elandsfontein 115 IQ, district Potchefstroom; Elandsfontein 135 IQ, District Potchefstroom; Elandsfontein 144 IQ, District Potchefstroom; Elandsfontein 146 IQ, District Potchefstroom; Elandsfontein 147 IQ, District Potchefstroom; Buffelsdoorn 143 IQ, District Potchefstroom; Oog van Elandsfontein 114 IQ, District Potchefstroom; Driefontein 113 IQ, District Oberholzer and Blyvooruitzicht 116, IQ, District Oberholzer, Gauteng Province measuring 5 289,7537 hectares (five thousand two hundred and eighty nine point seven five three seven hectares) in extent, amended by notarial deed of amendment MPT No. 04/2012 to include silver, nickel and uranium in the description of mineral and to extent the mining area to include various portions of the farms Elandsfontein 115 IQ; Elandsfontein 135 IQ; Elandsfontein 140 IQ; Elandsfontein 144 IQ; Elandsfontein 145 IQ, the additional areas measuring 1187,5940 hectares (one thousand one hundred and eighty seven point five nine four zero hectares) in extent, registered in the Mining Titles Office on 14 February 2006 under MPT No. 10/2006;
1.3.352.
"WW Mining Right 11 MR" means the mining right (DMRE reference: GP 30/5/1/2/2/11 MR) granted in terms of section 23 of the MPRDA, held in respect of gold in respect of the Mineral Area No. 5 on the Remaining Extent of the Farm Oog van Elandsfontein 114 IQ and Mineral Area No. 11 of the Remaining Extent of Portion 2 of the Farm Driefontein 113 IQ, in the magisterial district of Oberholzer and Potchefstroom, Gauteng Province measuring 30,9283 hectares (thirty point nine two eight three hectares) in extent, amended by notarial deed of amendment MPT No. 15/2011 to include silver, nickel and uranium in the description of mineral, registered in the Mining Titles Offices on 18 July 2006 under MPT No. 30/2006;
1.3.353.
"WW Mining Right 248 MR" means the mining right (DMRE reference: GP 30/5/1/2/2/248 MR) converted in terms of Item 7 of Schedule II to the MPRDA, held in respect of sand in respect of the remaining extent of portions 12 and 13 of the farm Doornfontein (Magnum Farm) IQ, in the magisterial district of Oberholzer, Gauteng Province measuring 195,8147 hectares (one hundred and ninety five point eight one four seven hectares) in extent, registered in the Mining Titles Office on 6 December 2012 under MPT No. 169/2012;
1.3.354.
"WW Mining Sale Assets" means the assets listed in Annexure F;  



49


1.3.355.
"WW Package" means collectively the Sale Equity (WW) and the WW Mining Business;
1.3.356.
"WW Purchaser" means Golden Core Trade and Invest Proprietary Limited (Registration No. 2019/547039/07), a company incorporated under the laws of South Africa;
1.3.357.
"WW Region" means the areas over which the WW Mining Business and the Covalent Business are conducted which include (without limitation) the WW Mining Areas, the Immoveable Properties (WW) and the areas covered by the Surface Right Permits (WW) and the Servitudes (WW);
1.3.358.
"WW Transaction" means the sale, purchase, cession and assignment of the WW Package, as set out in Part B of this Agreement (as read with the provisions of Part A and Part D of this Agreement, as applicable); and
1.3.359.
"ZAR" or "R" or "Rand" means South African rand, the official currency of South Africa;
1.4.
if any provision in a definition is a substantive provision conferring a right or imposing an obligation on any Party then, notwithstanding that it is only in a definition, effect shall be given to that provision as if it were a substantive provision in the body of this Agreement;
1.5.
any reference to any statute, regulation, rules or other legislation shall be a reference to that statute, rules, regulation or other legislation as at the Signature Date, and as amended or substituted from time to time and any reference to a statute or legislation shall include a reference to any regulations or rules promulgated thereunder;
1.6.
if any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause;
1.7.
where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day. If the last day of such number so calculated falls on a day which is not a Business Day, the last day shall be deemed to be the next succeeding day which is a Business Day;
1.8.
any reference to days (other than a reference to Business Days), months or years shall be a reference to calendar days, months or years, as the case may be;
1.9.
expressions defined in this Agreement shall bear the same meanings in schedules or annexures to this Agreement which do not themselves contain their own conflicting definitions;



50


1.10.
the use of any expression in this Agreement covering a process available under South African law such as winding up (without limitation eiusdem generis) shall, if any of the Parties is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such defined jurisdiction;
1.11.
the expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this;
1.12.
any reference in this Agreement to a Party shall include a reference to that Party’s assigns expressly permitted under this Agreement and, if such Party is liquidated or sequestrated or placed under Business Rescue in terms of Chapter 6 of the Companies Act, be applicable also to and binding upon that Party’s liquidator, trustee or Business Rescue practitioner, as the case may be;
1.13.
any reference in this Agreement to any other agreement or document shall be construed as a reference to such other agreement or document as same may have been, or may from time to time be, amended, varied, novated or supplemented;
1.14.
any term in this clause 1 that is defined using the word "collectively" in regard to a list of two or more items, shall include a reference to any one or more of such items as the context may require;
1.15.
the words "include", "including" and "in particular" shall be construed as being by way of example or emphasis only and shall not be construed, nor shall they take effect, as limiting the generality of any preceding word/s;
1.16.
any reference in this Agreement to an amount shall be construed as excluding VAT unless specified otherwise; and
1.17.
the terms of this Agreement having been negotiated, the contra proferentem rule shall not be applied in the interpretation of this Agreement.
2.
CONDITIONS PRECEDENT
2.1.
The whole of this Agreement, save for the provisions of Part A, clauses 12 (save for 12.4, 12.5 and 12.6), 13, 14.1, 15.1, 17, 18, 19, 22, 23, 30 (save for 30.4, 30.5 and 30.6), 31, 32.1, 33.1, 35, 36, 37, 40, 41 and Part D (the "Operative Provisions") which shall be of immediate force and effect on the Signature Date, is subject to the following conditions precedent (as read with clause 2.10):



51


2.1.1.
by not later than 30 April 2020 (or such other date as may be agreed in writing by AngloGold and the Purchasers), all necessary consents for the sale by the Group of the Sale Package under the RCF Agreements shall have been obtained;
2.1.2.
by not later than 30 April 2020 (or such other date as may be agreed in writing by AngloGold and the Purchasers), Harmony having obtained all consents and waivers under the Purchaser RCF Agreements necessary for each of the Purchasers and/or all of their relevant Affiliates (as applicable): (a) to enter into and perform its obligations under this Agreement; and (b) to use the funds available in terms of the Purchaser RCF Agreements to make the payments contemplated under clauses 16 and 34;
2.1.3.
by no later than 15 May 2020 (or such other date as may be agreed in writing by AngloGold and the Purchasers), the FSD providing in writing in accordance with all applicable legal requirements any and all exchange control approvals required in terms of the Exchange Control Regulations for each of the Purchasers and/or all of their relevant Affiliates (as applicable): (a) to enter into and perform its obligations under this Agreement; and (b) to use the funds available in terms of the Purchaser RCF Agreements to make the payments contemplated under clauses 16 and 34;
2.1.4.
by no later than the Long Stop Date, the Regional Director takes such decision and/or actions in relation to the Covalent Water Directive (including by way of a waiver, amendment, substitution, new directive or otherwise) such that AngloGold ceases (from no later than the Closing Date) to have any obligation or liability in terms of the Covalent Water Directive (whether such obligation or liability arises prior to or after the Closing Date);
2.1.5.
on or prior to the date on which the Condition Precedent in clause 2.1.6 below is fulfilled, the BEE Amendment Ministerial Consent is granted either unconditionally or subject to such conditions as the relevant Parties to whom such conditions apply may agree in writing are acceptable to them, provided that no Party may withhold its agreement unreasonably;
2.1.6.
by not later than the Long Stop Date, the Section 11 Ministerial Consent is granted either unconditionally or subject to such conditions as the relevant Parties to whom such conditions apply may agree in writing are acceptable to them, provided that no Party may withhold its agreement unreasonably; and
2.1.7.
by not later than the Long Stop Date, the relevant Competition Authorities approve, in writing, the implementation of the Transactions contemplated in this Agreement either unconditionally or subject to such conditions as the relevant Parties to whom



52


such conditions apply may agree in writing are acceptable to them, provided that no Party may withhold its agreement unreasonably.
2.2.
In relation to the Section 11 Ministerial Consent, the Purchasers confirm that they are aware of the requirements stipulated in the MPRDA for the grant of the Section 11 Ministerial Consent.
2.3.
Each of the Parties shall use their respective reasonable endeavours and co-operate in good faith and do everything reasonably required of it, including the furnishing of all such information as may be so required, to procure the fulfilment of the Conditions Precedent, to the extent that it is within their power to do so, as expeditiously as reasonably possible; provided that if any Party designates that any information to be provided in terms of this clause 2.3 or clause 3 is confidential or otherwise proprietary to such Party or any of its Affiliates, such information may be disclosed to the other Parties’ attorneys but may not be shared by such attorneys with the other Parties themselves. Without limiting anything in this clause 2.3, the Parties undertake to use their respective reasonable endeavours to obtain, as soon as practicable following the Signature Date, all regulatory inputs, guidance, consents, approvals or authorisations that may be required in connection with the implementation of the transactions contemplated in this Agreement.
2.4.
The Conditions Precedent contained in clauses 2.1.6 and 2.1.7 may not be waived.
2.5.
Each of the Conditions Precedent set out in clauses 2.1.1 and 2.1.4have been inserted for the sole benefit of AngloGold and, accordingly, AngloGold shall be entitled to unilaterally waive fulfilment of any one or more of the aforesaid Conditions Precedent (in whole or in part), by written notice to the Purchasers prior to the expiry of the relevant time period set out in such clauses for fulfilment of the relevant Condition Precedent (or such extended time period as may be agreed in writing between AngloGold and the Purchaser).
2.6.
Each of the Conditions Precedent set out in clauses 2.1.2, 2.1.3 and 2.1.5have been inserted for the sole benefit of the Purchasers and, accordingly, the Purchasers shall be entitled to unilaterally waive fulfilment of any one or more of the aforesaid Conditions Precedent (in whole or in part), by written notice to AngloGold prior to the expiry of the relevant time period set out in such clauses for fulfilment of the relevant Condition Precedent (or such extended time period as may be agreed in writing between AngloGold and the Purchasers).
2.7.
Notwithstanding anything to the contrary in this Agreement, the Parties agree that the Long Stop Date can be extended at any time prior to the expiry thereof:
2.7.1.
once, by AngloGold unilaterally on written notice to the Purchasers, to 31 December 2020;
2.7.2.
once, by any one (but not more than one) of the Purchasers unilaterally on written notice to AngloGold, to 31 December 2020; and



53


2.7.3.
by AngloGold and the Purchasers expressly agreeing to any extension of the Long Stop Date in writing (on one or more occasions) prior to the lapsing thereof, to such later date/s as AngloGold and the Purchasers agree.
2.8.
For the avoidance of doubt, the Parties agree and acknowledge that in the event that the Long Stop Date is extended under clause 2.7.1 and/or 2.7.2 to 31 December 2020, then the Long Stop Date shall not be capable of further extension under clause 2.7.1 or 2.7.2 and thereafter will only be capable of being extended by the written agreement of AngloGold and the Purchasers in accordance with clause 2.7.2.
2.9.
On the CP Fulfilment Date, all of the provisions of this Agreement (other than the Operative Provisions which shall take effect as at the Signature Date in terms of clause 2.1) shall take effect and become operative.
2.10.
Unless each of the Conditions Precedent has been fulfilled or waived by not later than the relevant date for fulfilment thereof set out in clause 2.1 (or such later date or dates as may be agreed in writing between AngloGold and the Purchasers, or as may be extended in accordance with clause 2.7, on or before the aforesaid date or dates): (a) the provisions of this Agreement (save for clause 2, clause 1, and clauses 50 to 62 (both inclusive), which will remain of full force and effect and binding on the Parties) will never become of any force or effect; (b) the provisions of this Agreement (save for clause 2, clause 1 and clauses 50 to 62 (both inclusive)), shall terminate (with each Party being relieved of its duties and obligations arising in terms of all such provisions of this Agreement from and after the relevant date); (c) the status quo ante in respect of the Transactions will be restored by the Parties as near as may be possible; and (d) none of the Parties will have any claim against any other in terms hereof or arising from the failure of the Conditions Precedent, save for any claims arising from a breach of any of the Operative Provisions.
3.
MERGER NOTIFICATION TO COMPETITION AUTHORITIES
3.1.
It is recorded that both of the Transactions will result in an acquisition of control as contemplated by Chapter 3 of the Competition Act, which requires the approval of the relevant Competition Authorities prior to this Agreement being implemented.
3.2.
Harmony shall, as soon as reasonably possible after the Signature Date, instruct the Purchasers’ Counsel for the purpose of preparing, in reasonable consultation with ENSafrica (acting on behalf of AngloGold), all submissions, applications and documents which are required to be furnished to the relevant Competition Authorities in order to obtain the approval for the Transactions (the "Merger Notification") as contemplated in clause 3.1 and for the purpose of the presentation and argument of any such application. In this regard, the Parties shall co-operate with each other and timeously provide the aforesaid advisors with all documents and information as the advisors may reasonably require.



54


3.3.
AngloGold and Harmony shall use their reasonable endeavours to procure that the Merger Notification is submitted to the relevant Competition Authorities by no later than 30 (thirty) calendar days after the Signature Date.
3.4.
The Purchasers agree, and will procure, that neither the Merger Notification nor any other submissions, applications or documents which are required to be furnished to the relevant Competition Authorities will be submitted to the relevant Competition Authorities without AngloGold first having approved of such filing, submission, application or document (as applicable), in writing, which approval shall not be unreasonably withheld or delayed. Any approaches to, liaison with, or documents filed with, the Competition Authorities shall, to the extent permitted by Law, take place or be submitted or filed, as the case may be, only after consultation between the Parties, in a coordinated fashion and, as far as reasonably practicable, on a joint basis.
3.5.
The Purchasers shall, and shall procure that the Purchasers’ Counsel shall, ensure that AngloGold is promptly provided with copies of any and all notices and correspondence received from the Competition Authorities which relate to the transactions contemplated in this Agreement.
3.6.
Each of AngloGold and the relevant Purchaser shall –
3.6.1.
sign all documents and expeditiously provide all necessary information upon being required to do so for the purposes of completing and submitting the Merger Notification;
3.6.2.
use its reasonable endeavours and shall take all such steps and render all such assistance as may be reasonably necessary to procure that the Merger Notification is properly prepared and duly submitted; and
3.6.3.
provide all such assistance to the Competition Authorities as may be required including providing all information and responding to all queries in order for the Merger Notification to be dealt with,
in each case, to procure that the Merger Notification is properly prepared and duly submitted within the time period specified in clause 3.3.
3.7.
Pending the decision of the Competition Authorities pursuant to the submission of the Merger Notification, no Party shall –
3.7.1.
directly or indirectly, perform or fail to perform any act which will or is likely to diminish the prospects of success of the Merger Notification; or
3.7.2.
lodge, or authorise any other Party to lodge, any further information or documents required by the Competition Authorities as contemplated in clause 3.4, pertaining



55


to the sale contemplated in any of the Transactions, without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed, unless the Competition Authorities make a specific request to a specific Party that requires a response or the lodging of information only from that specific Party, in which case, such Party shall notify the other Parties after it has provided its response to or lodged information with the Competition Authorities.
3.8.
If either the Competition Authorities and/or the Purchasers’ Counsel request any further information or documents in respect of the Merger Notification, the Party to or on behalf of whom such request is addressed shall use its reasonable endeavours to respond fully thereto to the Purchasers’ Counsel (or through the Purchasers’ Counsel), as the case may be, as soon as is reasonably practicable after the request is received by or on behalf of such Party.
3.9.
If the Competition Tribunal prohibits the implementation of any of the Transactions or approves the implementation of one of the Transactions and not the other or approves the implementation of any of the Transactions subject to a condition or conditions, neither AngloGold nor Harmony shall be entitled to appeal and/or review the Competition Tribunal’s decision to the Competition Appeal Court unless AngloGold and Harmony both agree in writing prior thereto within the time period set out in clause 3.10. In the event of such agreement within such time period, either AngloGold or the Purchasers may appeal and/or review the Competition Tribunal’s decision to the Competition Appeal Court. Each Party shall bear its own costs for any appeal or review proceedings against a decision of any Competition Authority.
3.10.
In the event that AngloGold and Harmony are unable to agree in writing to appeal and/or review the Competition Tribunal’s decision to the Competition Appeal Court within 10 (ten) Business Days after a written request by either of them to reach such agreement and the Party affected by a condition imposed by the Competition Authorities does not (as contemplated in clause 2.1.7) accept such condition, then the Condition Precedent referred to in clause 2.1.7 will fail.
3.11.
The Parties shall bear their own costs in relation to the merger proceedings, including all costs associated with the preparation and filing of the proposed merger application (including but not limited to such costs incurred prior to the Signature Date), save that the statutory merger filing fee payable to the Competition Authorities associated with the submission of the Merger Notification will be shared equally between AngloGold and Harmony.
3.12.
The Parties shall, with reasonable notice, invite the other of them (and the advisors appointed by the Parties) to all meetings with, or hearings in front of, the Competition Authorities (to the extent requested) for purposes of obtaining approval from the Competition Authorities.
3.13.
For the purposes of this clause 3 only, if in terms of this clause 3 the written consent, approval or agreement of any of the Parties is required, or there is an obligation to provide any document, notice or correspondence to any of the Parties, then the: (a) written consent, approval or



56


agreement provided by ENSafrica (in the case of AngloGold) or the Purchasers’ Counsel (in the case of any of the Purchasers) shall constitute the written consent, approval or agreement of the Party in question; or (b) delivery of the document, notice or correspondence to ENSafrica (in the case of AngloGold) or the Purchasers’ Counsel (in the case of any of the Purchasers) shall constitute the delivery to the Party in question.
4.
SECTION 11 APPLICATION AND GENERAL CONDUCT IN RELATION TO REGULATORY ATTENDANCES
4.1.
AngloGold shall, as soon as reasonably possible after the Signature Date, instruct ENSafrica, for the purpose of preparing, in consultation with the Purchasers’ Counsel (acting on behalf of the Purchasers), all submissions, applications and documents (including the Section 11 Application) which are required to be furnished to the DMRE in order to obtain the Section 11 Ministerial Consent. In this regard, the Parties shall co-operate with each other and timeously provide ENSafrica with all documents and information as ENSafrica may reasonably require.
4.2.
It is agreed that AngloGold shall at all times permit Harmony to review and comment on any written submissions, applications and documents (including the Section 11 Application to be made to the DMRE and any responses to correspondence or DMRE queries regarding the BEE Amendment Application currently being processed by the DMRE). AngloGold agrees, and will procure, that no submissions, applications and documents (including the Section 11 Application and any representations, comments, submissions or responses which are required to be furnished to the DMRE in order to obtain the Section 11 Ministerial Consent and/or the BEE Amendment Ministerial Consent) in respect of the WW Mining Rights will be submitted to the DMRE without Harmony first having approved of such filing, submission, application or document (as applicable), in writing, which approval shall not be unreasonably withheld or delayed. Any approaches to, liaison with, or documents filed with, the DMRE in connection with the Section 11 Application and/or the BEE Amendment Application shall, to the extent permitted by Law, take place or be submitted or filed, as the case may be, only after consultation between the Parties, in a coordinated fashion and, as far as reasonably practicable, on a joint basis.
4.3.
The Section 11 Application shall be submitted by AngloGold to the DMRE on the basis that the means of submission may include submission electronically via the website of the DMRE and/or manual lodgement, together with any further documents as may be required to be submitted in connection with the Section 11 Application.
4.4.
Harmony shall use its reasonable endeavours to prepare and deliver to AngloGold, within 20 (twenty) calendar days after the Signature Date, such documents which are required to support the Section 11 Application. AngloGold and Harmony shall use their reasonable endeavours to procure that the Section 11 Application is submitted to the DMRE within 30 (thirty) calendar days after the Signature Date.



57


4.5.
Each of AngloGold and the relevant Purchaser shall –
4.5.1.
sign all documents and expeditiously provide all necessary information upon being required to do so;
4.5.2.
use its reasonable endeavours and shall take all such steps and render all such assistance to each other as may be reasonably necessary from a process point of view; and
4.5.3.
do everything reasonably required by the DMRE from a process point of view,
in each case, to procure that the Section 11 Application is properly prepared and duly submitted within the time period specified in clause 2.1.
4.6.
Harmony and AngloGold will each nominate appropriate employees (the "Authorised Employees") to jointly act on behalf of Harmony and AngloGold and to make all representations to the Minister and/or the DMRE solely for the purpose of obtaining the Section 11 Ministerial Consent under the Section 11 Application and the BEE Amendment Ministerial Consent under the BEE Amendment Application. For purposes of this clause 4.6 "jointly" shall mean one or more of the Authorised Employees of AngloGold acting together with one or more of the Authorised Employees of Harmony. The Parties shall be entitled to substitute their Authorised Employees if necessary and the initial Authorised Employees of each Party shall be:
4.6.1.
in the case of AngloGold, Nicki Strydom and Moses Madondo; and
4.6.2.
in the case of Harmony, Neil Terblanche and Phillip Tobias.
4.7.
At least one of the Authorised Employees of each of AngloGold and Harmony shall be invited by the Parties to attend all meetings in connection with procuring the Section 11 Ministerial Consent and BEE Amendment Ministerial Consent between any of the Parties respectively and any Party and the Minister and/or the DMRE.
4.8.
Harmony and AngloGold shall bear the filing fees payable to the DMRE in connection with the submission of the Section 11 Application in equal shares. Save for the aforegoing, each Party shall bear its own costs of and incidental to the preparation and submission of the Section 11 Application, including the legal fees and costs of its advisors in the preparation of the Section 11 Application and engagement with the DMRE (including but not limited to such costs incurred prior to the Signature Date).
4.9.
The Parties agree that:
4.9.1.
the WW Purchaser shall take transfer of the WW Mining Rights pursuant to the Section 11 Ministerial Consent and in accordance with AngloGold’s relevant social and labour plans, mining work programmes and environmental management



58


programme. It is recorded that, after the Closing Date, the WW Purchaser shall be entitled but not obliged, whether as part of any Consolidation Application or otherwise, to apply in terms of section 102 of the MPRDA to amend the aforementioned plans and programmes;
4.9.2.
in respect of the social and labour plans, mining work programmes and environmental management programmes relating to the WW Mining Rights, the WW Purchaser may after Signature Date prepare draft application/s in terms of section 102 of the MPRDA to amend or consolidate the social and labour plans, mining work programmes and environmental management programmes relating to the WW Mining Rights (the "Section 102 Application"). However, the WW Purchaser shall only be entitled to lodge the Section 102 Application after Closing (whether on a stand-alone basis or as part of the Consolidation Application);
4.9.3.
the WW Purchaser shall be obliged to make a Consolidation Application after Closing on or after the Closing Date (but shall not make a Consolidation Application before the Closing Date) and as the holder of the WW Mining Rights in accordance with the provisions of clause 11.4.2. The WW Purchaser shall be solely responsible for paying all costs of and incidental to the lodgement of any such Consolidation Application (including but not limited to the compilation of any relevant plans and programmes) and the execution and registration of the deeds of amendment. The WW Purchaser shall use all reasonable endeavours to ensure that the Consolidation Application is approved and implemented as soon as reasonably possible after the Closing Date; and
4.9.4.
AngloGold, on the request from the WW Purchaser from time to time, shall cooperate and use its reasonable endeavours to assist the WW Purchaser in making the Section 102 Application or the Consolidation Application.
4.10.
AngloGold shall only withdraw the Pending Applications on the earlier of: (a) a written request of the WW Purchaser; or (b) the Consolidation Application Ministerial Consent having been granted by the DMRE. AngloGold shall be solely responsible for paying all costs of and incidental to the withdrawal of the Pending Applications including but not limited to any correspondence, documents or notices that AngloGold may be required to submit to the DMRE in relation to the Pending Applications until the withdrawal of the Pending Applications.
4.11.
For the purposes of this clause 4 only, if in terms of this clause 4 the written consent, approval or agreement of any of the Parties is required, or there is an obligation to provide any document, notice or correspondence to any of the Parties, then the: (a) written consent, approval or agreement provided by ENSafrica (in the case of AngloGold) or the Purchasers’ Counsel (in the case of any of the Purchasers) shall constitute the written consent, approval or agreement of the Party in question; or (b) delivery of the document, notice or correspondence to ENSafrica



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(in the case of AngloGold) or the Purchasers’ Counsel (in the case of any of the Purchasers) shall constitute the delivery to the Party in question.
5.
CONVEYANCER
5.1.
AngloGold shall, as soon as reasonably possible after the Signature Date, instruct the Conveyancer, for the purpose of preparing, in consultation with the Purchaser's Counsel (acting on behalf of the Purchasers), all registrations, submissions, applications and documents which are required to be furnished, on or after the Closing Date, to any Deeds Registry or Governmental Entity to procure the: (a) Transfer of the Immoveable Properties (WW) and Immoveable Properties (VR); (b) registration in the Deeds Registry of the Kopanang Gold Plant Servitude and each of the notarial deeds of cession of servitude in respect of the Servitudes (WW) and Servitudes (VR); and (c) registration of the consents or deeds of transfer of the Surface Right Permits (WW) and Surface Right Permits (VR) in the Mining Titles Office, in the name of the relevant Purchaser. In this regard the Parties shall co-operate with each other and timeously provide the Conveyancer, in consultation with the Purchaser's Counsel (acting on behalf of the Purchasers), with all documents and information as the Conveyancer may reasonably require.
5.2.
AngloGold shall, and shall procure that the Conveyancer shall, ensure that the Purchasers are promptly provided with copies of any and all notices and correspondence received from the relevant Governmental Entity and/or Deed Registry which relate to the Transfers and registrations contemplated in clause 5.1.
6.
COVALENT WATER DIRECTIVE
6.1.
AngloGold shall, as soon as reasonably possible after the Signature Date, prepare all submissions, applications and documents which are required to be furnished to the Regional Director and arrange all meetings as may be necessary in order to reasonably attempt to procure the fulfilment of the Condition Precedent in clause 2.1.4.
6.2.
It is agreed that AngloGold shall at all times permit Harmony to review and comment on any written submissions, applications and documents to be made to the Regional Director. AngloGold agrees, and will procure, that no submissions, applications and documents which are required to be furnished to the Regional Director in order to procure the fulfilment of the Condition Precedent in clause 2.1.4 will be submitted to the Regional Director without Harmony first having approved of such filing, submission, application or document (as applicable), in writing, which approval shall not be unreasonably withheld or delayed (it being agreed that written approval provided by the Purchasers' Counsel, on behalf of Harmony, shall also constitute the aforesaid written approval). Any approaches to, liaison with, or documents filed with, the Regional Director in connection with the Condition Precedent in clause 2.1.4 shall, to the extent permitted by Law, take place or be submitted or filed, as the case may be, only after



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consultation between the Parties, in a coordinated fashion and, as far as reasonably practicable, on a joint basis.
6.3.
AngloGold and Harmony shall use all reasonable endeavours to procure that all submissions, applications and documents which are required to be submitted to the Regional Director are submitted by no later than 30 (thirty) calendar days after the Signature Date.
6.4.
AngloGold shall ensure that Harmony is promptly provided with copies of any and all notices and correspondence received from the Regional Director which relate to the Condition Precedent in clause 2.1.4.
6.5.
Each of AngloGold and the relevant Purchaser shall –
6.5.1.
sign all documents and expeditiously provide all necessary information upon being required to do so;
6.5.2.
use its reasonable endeavours and shall take all such steps and render all such assistance as may be reasonably necessary from a process point of view; and
6.5.3.
do everything reasonably required by the Regional Director from a process point of view,
in each case, to procure the release of AngloGold from all past, present and future obligations and liabilities in terms of the Covalent Water Directive (including that the relevant Purchaser shall, if the Regional Director so requires, agree to be bound by the Covalent Water Directive or any amended or substituted version thereof whether to replace AngloGold or otherwise).
6.6.
If the Condition Precedent in clause 2.1.4 is waived by AngloGold in terms of clause 2.5, then the WW Purchaser and AngloGold hereby agree that, with effect from the Closing Date, as between them, all benefit and risk of the Covalent Water Directive that would (but for this clause 6.6) vest in and be borne by AngloGold shall vest in and be borne by the WW Purchaser and, as a result: (a) the WW Purchaser shall be obliged, at its cost, but (to the extent necessary) in AngloGold’s name to discharge on the respective due dates therefore AngloGold’s obligations under the Covalent Water Directive after the Closing Date; and (b) (without derogating from the provisions of clause 24.3) the WW Purchaser hereby indemnifies AngloGold against any Loss which may arise as a result of the WW Purchaser failing to comply with its obligations under this clause 6.6.
7.
MATERIAL ADVERSE CHANGE
7.1.
At any time after the Signature Date, but prior to the earlier of the date on which the Closing Date would occur but for this clause 7 (the "Original Closing Date") and the 10th (tenth) Business Day after either Harmony or AngloGold (as applicable) becomes aware of a Material Adverse Change, Harmony or AngloGold, as the case may be, shall, upon becoming aware of



61


a Material Adverse Change, notify the other in writing (the "MAC Notice") that it is of the view that a Material Adverse Change has occurred. The MAC Notice shall contain a detailed description of the alleged Material Adverse Change, as well as all such details as Harmony or AngloGold, as the case may be, is in possession of or has access to relating to the effect of such Material Adverse Change.
7.2.
AngloGold and Harmony shall meet within 10 (ten) Business Days after the delivery of any such MAC Notice in order to attempt to agree whether a Material Adverse Change has occurred, provided that if AngloGold and Harmony are unable to agree within 10 (ten) Business Days after such first meeting, the matter shall be referred to an Expert for determination in accordance with clause 49.
7.3.
If AngloGold and Harmony agree (or the Expert determines) that a Material Adverse Change has occurred, Harmony shall have the right to terminate the Transactions by giving written notice (a "MAC Termination Notice") of same to AngloGold within 10 (ten) Business Days after such agreement (or determination), provided that if Harmony does not so timeously deliver a MAC Termination Notice, the Purchasers shall have no Claim of any nature whatsoever against AngloGold in relation to the subject matter of the Material Adverse Change. Upon timeous delivery of any MAC Termination Notice, the Transactions and this Agreement shall immediately terminate, and AngloGold and the Purchasers shall have no claim of whatsoever nature against each other as a result thereof.
7.4.
In the event that a MAC Notice has been delivered and the subsequent process contemplated in this clause 7 has not been completed in accordance therewith prior to the date falling 5 (five) Business Days prior to the Original Closing Date, the Closing Date shall be postponed from the Original Closing Date and shall occur (unless the Transactions are terminated in accordance with clause 7.3): (a) if such process is completed on or before the 20th (twentieth) calendar day in any subsequent calendar month, on the last Business Day of such month; or (b) if such process is completed after the 20th (twentieth) calendar day in any subsequent calendar month, on the last Business Day of the month immediately following the month in which such process is completed.
7.5.
If the Closing Date is postponed in accordance with clause 7.4, and pursuant to the process contemplated in this clause 7, the Expert determines (or AngloGold and Harmony agree) that a Material Adverse Change has not occurred, the relevant Purchasers shall be liable for interest on all amounts of which they are required to make payment on the Closing Date at the Prime Rate plus 200 basis points and capitalised monthly in arrears, from the Original Closing Date to the date of the actual Closing Date, both dates inclusive.
7.6.
Notwithstanding anything to the contrary contained herein, if and to the extent that AngloGold has, in respect of a particular Material Adverse Change, exercised its option contemplated in clause 1.3.172.3.1 and provided the relevant Purchaser/s with written notice of its intention to



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provide the Excess Amount then, (i) irrespective of whether or not AngloGold has made payment of the Excess Amount prior to the Closing Date, the Purchasers shall not be entitled to terminate this Agreement in terms of this clause 7 (as read with clause 50.4.1) as a result of the aforesaid Material Adverse Change, but (ii) AngloGold shall remain at all times (including after the Closing Date) liable to promptly, upon written demand by the relevant Purchaser/s from time to time, make payment of the Excess Amount.
7.7.
For the avoidance of doubt, to the extent that a MAC Notice has not been delivered by either Harmony or AngloGold in accordance with clause 7.1 prior to the Original Closing Date, this clause 7 shall cease to be of any force and effect and no Party shall be entitled to allege the occurrence of a Material Adverse Change.
Part B.
WW PACKAGE
Part B1: WW SALE AND PURCHASE OF THE SALE EQUITY (WW) AND WW MINING BUSINESS
8.
SALE AND PURCHASE OF THE SALE EQUITY (WW)
8.1.
With effect from the Closing Date, AngloGold hereby sells and cedes to:
8.1.1.
the WW Purchaser, and the WW Purchaser hereby purchases and accepts such cession as an indivisible transaction, subject to the terms and conditions set out in this Agreement, the Covalent Sale Shares and the Covalent Sale Claims; and
8.1.2.
Harmony, and Harmony hereby purchases and accepts such cession as an indivisible transaction, subject to the terms and conditions set out in this Agreement:
8.1.2.1.
the AngloGold Security Services Sale Shares; and
8.1.2.2.
the Masakhisane Sale Shares.
8.2.
The Covalent Sale Shares, AngloGold Securities Services Sale Shares and Masakhisane Sale Shares, as applicable, shall be sold free and clear of any and all Encumbrances, with all rights attaching to them at the Closing Date, including the right to receive all distributions and dividends declared, paid or made in respect of the Covalent Sale Shares, the AngloGold Security Services Sale Shares and the Masakhisane Sale Shares at or after the Closing Date. The aforegoing sentence applies mutatis mutandis to the Covalent Sale Claims.



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8.3.
Notwithstanding the Signature Date (or anything to the contrary contained herein), the sales and cessions referred to in clause 8.1.1 will take place on the Closing Date and ownership of and risk in, and benefit attaching to:
8.3.1.
the Sale Equity (WW) (except the Covalent Sale Equity) will, against payment of the Cash Portion (WW) in terms of clause 16.2.2, pass to Harmony; and
8.3.2.
the Covalent Sale Equity will, against payment of the Cash Portion (WW) in terms of clause 16.2.2, pass to the WW Purchaser,
as applicable, on the Closing Date.
9.
SALE AND PURCHASE OF THE WW MINING BUSINESS
9.1.
With effect from the Closing Date, AngloGold hereby sells, transfers and cedes to the WW Purchaser, and the WW Purchaser hereby purchases and accepts such transfer and cession, the WW Mining Business, as an indivisible transaction and as a going concern, subject to the terms and conditions set out in this Agreement and excluding the Excluded Liabilities.
9.2.
Notwithstanding the Signature Date (or anything to the contrary contained herein) –
9.2.1.
the risk in and benefit attaching to the WW Mining Business shall vest in the WW Purchaser with effect on and as from the Closing Date and AngloGold shall cease to have operational control of the WW Mining Business on and as from the Closing Date;
9.2.2.
subject to clause 9.2.6, ownership of the WW Mining Business (other than the WW Mining Rights and the WW Mining Right 11 MR, the Immoveable Properties (WW), the Servitudes (WW), the Infrastructure (WW) and the Surface Right Permits (WW)) shall pass to the WW Purchaser on and with effect from the Closing Date;
9.2.3.
ownership of the WW Mining Rights shall pass to the WW Purchaser upon notarial execution of the Notarial Deeds of Cession in respect of the WW Mining Rights (as contemplated in clause 11.3);
9.2.4.
ownership of the WW Mining Right 11 MR shall pass to the WW Purchaser upon the Consolidation Application Ministerial Consent being granted (as contemplated in clause 11.4);
9.2.5.
ownership of each of the Immoveable Properties (WW) shall pass to the WW Purchaser on and with effect from the Transfer Date of each of the respective Immoveable Properties (WW) (as contemplated in clause 11.6) and ownership of the Servitudes (WW) shall pass upon the date of registration in the Deeds Registry



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of each of the notarial deeds of cession of servitude in respect of the Servitudes (WW) (as contemplated in clause 11.7);
9.2.6.
if the Infrastructure (WW): (a) accedes to the Immoveable Properties (WW), then ownership of such Infrastructure (WW) shall pass to the WW Purchaser on and with effect from the Transfer Date of each of the respective Immoveable Properties (WW); or (b) does not accede to the Immoveable Properties (WW), then ownership of such Infrastructure (WW) shall pass to the WW Purchaser on and with effect from the Closing Date (as contemplated in clause 11.6); and
9.2.7.
ownership of the Surface Right Permits (WW) shall pass to the WW Purchaser upon registration of the consents or deeds of transfer of the Surface Right Permits (WW) in the Mining Titles Office (as contemplated in clause 11.8).
Part B2: WW DELIVERY AND IMPLEMENTATION
10.
DELIVERY OF THE SALE EQUITY (WW)
10.1.
On the Closing Date the representatives of AngloGold, Harmony and the WW Purchaser shall meet at 10h00 at the offices of ENSafrica at 129 Rivonia Road, Sandton, Johannesburg, South Africa, or at such other time and/or place as AngloGold, Harmony and the WW Purchaser may agree, where AngloGold shall, against payment of the Cash Portion (WW) in terms of clause 16.2.2, deliver to Harmony and the WW Purchaser, as applicable –
10.1.1.
the original share certificates in respect of the Covalent Sale Shares, AngloGold Security Services Sale Shares and the Masakhisane Sale Shares, together with duly executed cession and transfer forms (in a form attached hereto as Annexure CC) for the transfer of ownership in respect thereof (blank as to the transferee);
10.1.2.
all of the books, records, documents and assets of the WW Companies in the possession of AngloGold and/or under its control immediately before the Closing Date (including, without limiting the generality of the aforegoing, the certificates of incorporation, memoranda of incorporation, minute books, tax records, securities register and other registers of the WW Companies), or alternatively place Harmony in effective control of such books, records, documents and assets;
10.1.3.
(a) the written resignation/s (in a form attached hereto as Annexure DD), with effect from the Closing Date, of all of the directors of each of the WW Companies, together with (b) an originally certified copy of the South African identity document (if South African) or valid passport (if not South African) of each resigning director, in each case certified within the 2 (two) months prior to the Closing Date;



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10.1.4.
certified copies of duly passed resolutions (in a form attached hereto as Annexure FF) of the board of directors of:     
10.1.4.1.
Covalent: (a) approving the transfer of the Covalent Sale Shares to the WW Purchaser; (b) noting the cession of the Covalent Sale Claims to the WW Purchaser; (c) approving the issue of appropriate new share certificates in respect of the Covalent Sale Shares to the WW Purchaser which reflect the WW Purchaser as the registered owner of the Covalent Sale Shares; (d) directing the company secretary or any one director of Covalent to cancel the existing share certificate/s, which reflect AngloGold as the registered owner of the Covalent Sale Shares, and issue new share certificate/s to the WW Purchaser which reflect the WW Purchaser as the registered owner of the Covalent Sale Shares and to update the securities register of Covalent to reflect the WW Purchaser as the registered holder of the Covalent Sale Shares; (e) approving the appointment of the WW Purchaser's nominees to the board of directors of Covalent (provided that the WW Purchaser provides the names and identity/passport (as applicable) numbers of such nominees to AngloGold at least 15 (fifteen) Business Days before the Closing Date), subject to the terms and conditions of this Agreement and with effect from the Closing Date; and (f) noting the resignations of the persons referred to in clause 10.1.3;
10.1.4.2.
AngloGold Security Services: (a) approving the transfer of the AngloGold Security Services Sale Shares to Harmony; (b) approving the issue of appropriate new share certificates in respect of the AngloGold Security Services Sale Shares to Harmony which reflect Harmony as the registered owner of the AngloGold Security Services Sale Shares; (c) directing the company secretary or any one director of AngloGold Security Services to cancel the existing share certificate/s, which reflect AngloGold as the registered owner of the AngloGold Security Services Sale Shares, and issue new share certificate/s to Harmony which reflect Harmony as the registered owner of the AngloGold Security Services Sale Shares and to update the securities register of AngloGold Security Services to reflect Harmony as the registered holder of the AngloGold Security Services Sale Shares; (d) approving the appointment of Harmony's nominees to the board of directors of AngloGold Security Services (provided that Harmony provides the names and identity/passport numbers (as applicable) of such nominees to AngloGold at least 15 (fifteen) Business Days before the Closing Date), subject to the terms and conditions of this



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Agreement and with effect from the Closing Date; and (e) noting the resignations of the persons referred to in clause 10.1.3; and
10.1.4.3.
Masakhisane: (a) approving the transfer of the Masakhisane Sale Shares to Harmony; (b) approving the issue of appropriate new share certificates in respect of the Masakhisane to Harmony which reflect Harmony as the registered owner of the Masakhisane Sale Shares; (c) directing the company secretary or any one director of Masakhisane to cancel the existing share certificate/s, which reflect Masakhisane as the registered owner of the Masakhisane Sale Shares, and issue new share certificate/s to Harmony which reflect Harmony as the registered owner of the Masakhisane Sale Share and to update the securities register of Masakhisane to reflect Harmony as the registered holder of the Masakhisane Sale Shares; (d) approving the appointment of Harmony nominees to the board of directors of Masakhisane (provided that Harmony provides the names and identity/passport numbers (as applicable) of such nominees to AngloGold at least 15 (fifteen) Business Days before the Closing Date), subject to the terms and conditions of this Agreement and with effect from the Closing Date; and (e) noting the resignations of the persons referred to in clause 10.1.3;
10.1.5.
certified copies of duly passed resolutions (in a form attached hereto as Annexure GG) of AngloGold appointing Harmony and the WW Purchaser's nominees to the board of directors of each of the WW Companies, as applicable, provided that Harmony and the WW Purchaser provides the name and identity/passport numbers (as applicable) of such nominees, as applicable, to AngloGold at least 15 (fifteen) Business Days before the Closing Date, subject to the terms and conditions of this Agreement and with effect from the Closing Date; and
10.1.6.
the documents, in respect of the Wonderfontein Trust, referred to in clause 10.2.2.
10.2.
Wonderfontein Trust
10.2.1.
It is recorded that: (a) the Wonderfontein Trust was established (inter alia) for purposes of acquiring, procuring the transfer of and holding property, transferring property to any public benefit organisation established in terms of section 30 of the Income Tax Act and to undertake such environmental rehabilitation of Farm Adma No. 354 and the Adma Dam as determined by the trustees of the Wonderfontein Trust, in their sole discretion; and (b) the property so held by the Wonderfontein Trust is the Farm Adma No 354 Registration Division I.Q, Province of Gauteng.



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10.2.2.
In accordance with (and subject to) clauses 10.1 and 10.1.6, the following documents, in respect of the Wonderfontein Trust, shall be delivered to the WW Purchaser on the Closing Date, namely –
10.2.2.1.
all of the books, records, documents and assets of the Wonderfontein Trust in the possession of AngloGold and/or under its control immediately before the Closing Date in relation to the Wonderfontein Trust (including, without limiting the generality of the aforegoing, minute books, tax records, and other registers of the Wonderfontein Trust), or alternatively place the WW Purchaser in effective control of such books, records, documents and assets (it being recorded that AngloGold is not aware of any such books, records, documents and assets being in its possession or under its control);
10.2.2.2.
copies of the trust deed and letters of authority and affidavits which are required to be submitted to the Master of the High Court in place of the aforesaid original trust deed and letters of authority of the Wonderfontein Trust;
10.2.2.3.
the original written resignation/s of AngloGold’s appointees to the board of trustees of the Wonderfontein Trust (in a form attached hereto as Annexure EE), with effect from the date on which the new letters of authority in respect of the Wonderfontein Trust are to be issued as contemplated in clause 10.2.3;
10.2.2.4.
the original resolutions (in a form attached hereto as Annexure HH) of the trustees of the Wonderfontein Trust authorising and approving (subject to the terms and conditions of this Agreement and with effect from the Closing Date):
10.2.2.4.1.
the appointment of the WW Purchaser's nominees to the board of trustees of the Wonderfontein Trust with effect from the date on which the new letters of authority in respect of the Wonderfontein Trust are to be issued as contemplated in clause 10.2.3, provided that the WW Purchaser provides the names and identity/passport numbers (as applicable) of such nominees to AngloGold at least 15 (fifteen) Business Days before the Closing Date; and
10.2.2.4.2.
the resignations of the persons referred to in clause 10.2.2.3.



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10.2.3.
The Parties record and agree that, as soon as reasonably possible after the Closing Date, the WW Purchaser shall do all such things as may be necessary to procure the issuance of new letters of authority to effect the resignation and appointments contemplated in clauses 10.2.2.3 and 10.2.2.4 in respect of the Wonderfontein Trust and AngloGold shall use all reasonable endeavours to assist the WW Purchaser to obtain such new letters of authority and any other amendments to the deed of trust of the Wonderfontein Trust as reasonably requested by the WW Purchaser.
10.2.4.
With effect from the Closing Date, AngloGold cedes, assigns and delegates all of its rights and obligations in relation to the Wonderfontein Trust (if any) including such obligations as are recorded in the trust deed of the Wonderfontein Trust and any obligations that AngloGold may have undertaken by virtue of its nominee/s being trustees of the Wonderfontein Trust, in relation to or in connection with the Wonderfontein Trust, which cession, assignment and delegation the WW Purchaser accepts.
10.2.5.
If and to the extent that AngloGold is unable to cede, assign and delegate all of its rights and obligations in relation to the Wonderfontein Trust to the WW Purchaser as contemplated in clause 10.2.4 above, then the WW Purchaser and AngloGold hereby agree that, with effect from the Closing Date, as between them, all benefit arising from or relating to the Wonderfontein Trust that (but for this clause 10.2.5) would vest in and be borne by AngloGold shall vest in and be borne by the WW Purchaser and, as a result: (a) the WW Purchaser shall be obliged, at its cost, but (to the extent necessary) in AngloGold’s name to discharge AngloGold’s obligations in respect of the Wonderfontein Trust after the Closing Date; and (b) the WW Purchaser hereby indemnifies AngloGold against any Loss which may arise as a result of the WW Purchaser failing to comply with its obligations under this clause 10.2.5.
10.2.6.
The Parties record and agree that, as soon as reasonably possible after the Closing Date, the WW Purchaser and AngloGold shall, to the extent required, use their reasonable endeavours to attend to any necessary updates (including, if applicable, the contact, address, banking and trustee details) of the Wonderfontein Trust where required on the Registration, Amendments and Verification Form (RAV01) and that, if required, a IT77TR is duly completed and timeously submitted with SARS).
10.3.
AngloGold and Harmony may, by agreement in writing, dispense with a meeting on the Closing Date and may instead provide for the delivery of the documents referred to in clause 10 in such other manner as they may agree.



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11.
DELIVERY OF THE WW MINING BUSINESS
11.1.
Primary Delivery Provisions
On the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2, AngloGold shall attend to the following:
11.1.1.
The Contracts (WW):
11.1.1.1.
AngloGold hereby assigns, cedes and delegates (with effect from the Closing Date) to the WW Purchaser all of its rights, title and interests in and to all prospective obligations in respect of the Contracts (WW), and the WW Purchaser hereby accepts such assignment, cession and delegation, to the extent that: (a) the other parties to the Contracts (WW) consent thereto; or (b) the consents of the other parties to the Contracts (WW) are not required. AngloGold undertakes (subject to the remaining provisions of this clause 11.1.1) to use all reasonable endeavours to procure, as soon as reasonably practicable following the Signature Date (and, to the extent not completed on the Closing Date, as soon as reasonably possible after the Closing Date) the assignment of the Contracts (WW), and the related cession and delegation of rights, title, interests and obligations, to the WW Purchaser as aforesaid with effect on and from the Closing Date, including to obtain all consents, approvals and waivers that may be required from any third parties for such assignment.
11.1.1.2.
If the WW Purchaser identifies any material Contract (WW) which, in the reasonable opinion of the WW Purchaser, necessarily requires an amendment (which amendment shall take effect on or after the Closing Date) in order for such Contract (WW) to be valid and binding and/or to properly serve the legitimate and reasonable requirements of the WW Purchaser in operating the WW Businesses after the Closing Date, then AngloGold shall: (a) co-operate with the WW Purchaser; and (b) (to the extent that AngloGold is in possession or control of same) provide any documentation, information and support, at the WW Purchaser's cost, to assist the WW Purchaser in endeavouring to procure the amendment in question, provided that compliance with such request shall not require AngloGold to act in any manner contrary to its interests nor to expend material time and resources.
11.1.1.3.
To the extent that the consent of any other third parties to any of the Contracts (WW) is required to effect the assignment, cession and



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delegation contemplated in this clause 11.1.1 (the "Consenting Parties (WW)"), then –
11.1.1.3.1.
at the cost of the WW Purchaser and for a period of 4 (four) calendar months following the later of: (a) the Closing Date; and (b) the date on which a copy of the Contract (WW) is provided to the WW Purchaser in terms of this Agreement (provided that this item (b) shall apply only to Confidential Contracts (WW) (only to the extent that AngloGold has obtained approval from the relevant third party to disclose the relevant Confidential Contract (WW) to the WW Purchaser, as contemplated in clause 19.5.4), Proposed Contracts (WW) and Interim Period Contracts (WW) (or such longer period as the Parties may agree in writing), AngloGold shall use its reasonable endeavours to procure the aforesaid consent of the relevant Consenting Parties (WW) for such Contract (WW). On termination of the aforesaid 4 (four) calendar month period, and to the extent that a Consenting Party (WW) fails to provide their aforesaid consent in relation to the relevant Contract (WW), AngloGold shall be entitled, in its sole and absolute discretion, in respect of such Contract (WW), to: (a) use its reasonable endeavours (for so long, and from time to time, as AngloGold may choose) to procure the aforesaid consent of such Consenting Party (WW); (b) exercise any rights that it has under such Contract (WW), to terminate such Contract (WW) in respect of which the consent of the Consenting Parties (WW) has not yet been obtained (WW) (whereafter AngloGold shall forthwith notify the WW Purchaser in writing thereof); and/or (c) terminate the provisions of clause 11.1.1.3.2 on written notice to the Purchaser insofar as they relate to such Contract (WW) named in such notice; and
11.1.1.3.2.
in respect of each such Contract (WW), from the Closing Date until the earlier of the date on which: (a) all Consenting Parties (WW) (whose consent is so required) provide their consent to the assignment,



71


cession and delegation of such Contract (WW) to the WW Purchaser and such assignment, cession and delegation is implemented; (b) such Contract (WW) is terminated (as contemplated in and in accordance with clause 11.1.1.3.2(b)); and/or (c) AngloGold terminates the provisions of this clause 11.1.1.3.2 (as contemplated in clause 11.1.1.3.1(c)) in respect of such Contract (WW), the WW Purchaser and AngloGold reciprocally undertake the following obligations for such period –
11.1.1.3.2.1.
as between the WW Purchaser and AngloGold, the benefit and risk of such Contracts (WW) shall vest in and be borne by AngloGold prior to the Closing Date and by the WW Purchaser from the Closing Date and thereafter. In particular but without limiting the aforegoing, if the Consenting Parties (WW) do not perform their obligations under such Contracts (WW) after the Closing Date, AngloGold shall take all such reasonable steps, at the cost of the WW Purchaser, as shall be available to enforce such obligations;
11.1.1.3.2.2.
AngloGold shall exercise all its rights under such Contracts (WW) for the benefit, at the direction and for the cost of the WW Purchaser and AngloGold shall collect and pay to the WW Purchaser promptly all amounts due to be paid to AngloGold under such Contracts (WW);
11.1.1.3.2.3.
AngloGold shall be obliged, at its cost, to discharge on the respective due dates therefor any obligations under such Contracts (WW) in



72


respect of the period prior to the Closing Date;
11.1.1.3.2.4.
the WW Purchaser shall be obliged, at its cost, but in AngloGold's name to discharge on the respective due dates therefor AngloGold's obligations under such Contracts (WW) after the Closing Date; and
11.1.1.3.2.5.
the Parties hereby indemnify each other against any Loss which may arise as a result of the other of them failing to comply with their obligations under this clause 11.1.1,
provided that, if the terms of any Contract (WW) do not permit the above provisions of this clause 11.1.1.3.2 to be carried into effect, the WW Purchaser and AngloGold shall co-operate with each other in good faith to enable the object of this clause 11.1.1.3.2 to be achieved in relation to such Contract (WW) insofar as it is possible to do so lawfully.
11.1.1.4.
Notwithstanding the other provisions of this clause 11.1.1 or the provisions of clause 19.5, the following provisions shall apply in regard to the 1991 Agreement: (a) it is recorded: (i) by AngloGold that based solely on correspondence received from Sibanye Gold Limited t/a Sibanye Stillwater dated 5 July 2019 and on the information which has been made available to AngloGold which has been disclosed to the Purchasers, AngloGold believes that the reference to “5 Shaft-west” in the 1991 Pumping Agreement refers to the mine shaft complex now known as Driefontein 10 shaft complex and is not aware of any information that contradicts this view ; and (ii) that AngloGold has disclosed to the Purchasers that AngloGold disputes that the 1991 Agreement is valid and binding at all, or alternatively disputes that the 1991 Agreement is valid and binding on AngloGold; (b) nevertheless, whilst AngloGold continues to dispute as aforesaid, AngloGold and the WW Purchaser agree that the provisions of clauses 11.1.1.1 to 11.1.1.3 shall apply to the 1991 Agreement and that AngloGold hereby assigns, cedes and delegates to the WW Purchaser, in terms of



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clauses 11.1.1.1 to 11.1.1.3, such of the rights and obligations of AngloGold, under, to, in respect of and/or relating to the 1991 Agreement, as AngloGold may have (if any); (c) AngloGold contends that the 1991 Agreement shall only have any valid and binding effect if and when it is finally determined to be valid and binding by a court of competent jurisdiction and/or under the provisions of the Arbitration Act, No. 42 of 1965; and (d) nothing in this clause 11.1.1.4 shall be construed as an admission by AngloGold that the 1991 Agreement is valid and binding generally or on AngloGold in whole or in part. Notwithstanding anything to the contrary in this paragraph a, c and d of this clause 11.1.1.4, nothing in such paragraphs shall be construed as a confirmation or acceptance by any of the Purchasers regarding the accuracy of the recordal and statements contained in such paragraphs.
11.1.2.
The Sale Assets (WW): Subject to clause 11.2, AngloGold shall deliver to the WW Purchaser the Sale Assets (WW) by such mode of actual or constructive delivery as shall be appropriate in the circumstances, with the intent that legal title to all such Sale Assets (WW) shall pass by and upon such mode of delivery. AngloGold shall sign and execute, promptly upon receiving a written request from the WW Purchaser, all documents as may be reasonably required to procure the delivery and transfer, and to the extent necessary or possible, the registration of the transfer, of the Sale Assets (WW) into the name of the WW Purchaser;
11.1.3.
The Motor Vehicles (WW): AngloGold shall deliver to the WW Purchaser all such documents, duly completed, as may be necessary to enable the Motor Vehicles (WW) to be registered in the name of the WW Purchaser and to enable the WW Purchaser to obtain the necessary certificate of roadworthiness in respect thereof (provided that any costs having been incurred in obtaining such certificates shall be paid by the WW Purchaser);
11.1.4.
The books and records:
11.1.4.1.
AngloGold shall place the WW Purchaser in possession of the originals of all books, documents (including Contracts (WW), engineering manuals, drawings and designs) and records to the extent that it is in possession of same (irrespective of the medium in which such records are stored) which relate to the WW Package; provided that to the extent that AngloGold is required by law to retain any such original AngloGold shall instead be entitled to deliver a true and accurate copy thereof, and to the extent that any such records are kept on computer hardware which is not included within the WW Package, AngloGold



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shall instead be required to deliver electronic copies thereof (in a format acceptable to the WW Purchaser, acting reasonably) or allow reasonable access to such computer hardware in order to enable the WW Purchaser to make electronic copies thereof. Notwithstanding anything to the contrary contained herein, to the extent that any documents or records also relate to operations other than the Sale Package, then: (a) if such documents or records are material to the Sale Package, such documents or records shall (if AngloGold so requires) be redacted so as to remove all references and information in relation to such other operations, prior to the WW Purchaser being placed in possession of same on the Closing Date or within a reasonable period after the Closing Date; (b) if such documents or records are immaterial to the Sale Package, the WW Purchaser shall not be placed in possession of same; and (c) to the extent that the WW Purchaser receives possession of documents or records which relate to operations other than the Sale Package, the WW Purchaser shall make such documents or records available for collection by AngloGold for a period of 90 (ninety) calendar days following the Closing Date; and
11.1.4.2.
the WW Purchaser acknowledges that AngloGold may: (a) be requested by a Government Entity to provide such entity with; or (b) require, for the purposes of any litigation proceedings, an original or copy of any of the books, documents and/or records delivered to the WW Purchaser by AngloGold under this clause 11.1.4. Accordingly, AngloGold may request access to and/or copies of all books, documents and records delivered to the WW Purchaser under this clause 11.1.4 from time to time and at any time. The WW Purchaser shall use its reasonable endeavours to provide AngloGold with access to and/or copies of such records and documents within 20 (twenty) Business Days after written notice thereof by AngloGold, at the cost of AngloGold. AngloGold irrevocably undertakes to the WW Purchaser it shall treat all such records and documents as private, strictly confidential and safeguard them accordingly, and to use each and every effort (including, without limitation, at least those steps as it applies in protecting its own proprietary, secret and confidential information) to ensure that such records and documents are protected against theft and/or unauthorised access and that no-one receives such records and documents unless authorised by the WW Purchaser in writing (which authorisation shall not be unreasonably withheld or delayed).



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11.1.5.
The Sale Liabilities (WW):
11.1.5.1.
AngloGold hereby delegates to the WW Purchaser, to the extent that the creditors concerned consent thereto, and the WW Purchaser hereby accepts such delegation of the Sale Liabilities (WW). To the extent applicable, AngloGold undertakes to use all reasonable endeavours to procure the delegation of the Sale Liabilities (WW) to the WW Purchaser as aforesaid with effect from the Closing Date. To the extent that any such creditor does not agree thereto, the WW Purchaser shall be obliged after the Closing Date to discharge the Sale Liabilities (WW) on behalf of AngloGold on the respective due dates therefor and indemnifies AngloGold against any Claims of whatsoever nature that may be made against AngloGold in respect of the Sale Liabilities (WW) or the WW Purchaser’s failure to comply with its obligations in terms of this clause 11.1.5. The Parties record and agree that the WW Purchaser shall, with effect from the Closing Date, duly assume or punctually pay, satisfy, discharge, perform or fulfil (as the case may be) all of the Sale Liabilities (WW).
11.1.5.2.
Notwithstanding anything to the contrary in this Agreement, the Parties record and agree that AngloGold shall remain fully and solely liable and responsible for all Excluded Liabilities.
11.2.
Additional Delivery Provisions
In addition to the provisions of clause 11.1, AngloGold and the WW Purchaser agree that, on the Closing Date and against payment of the Cash Portion (WW) in terms of clause 16.2.2:
11.2.1.
in respect of the WW Mining Rights, the provisions of clause 4 and clause 11.3 below shall apply;
11.2.2.
in respect of the WW Mining Right 11 MR, the provisions of clause 4 and clause 11.4 below shall apply;
11.2.3.
in respect of the Wonderfontein Trust, the AngloGold Enviro Trust (and the Trust Money) and the WW Financial Guarantees, the provisions of clause 10.2 and 11.4 below shall apply;
11.2.4.
in respect of the Immoveable Properties (WW) and Infrastructure (WW) the provisions of clause 11.6 below shall apply;
11.2.5.
in respect of the Servitudes (WW), the provisions of clause 11.7 below shall apply;



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11.2.6.
in respect of the Surface Right Permits (WW), the provisions of clause 11.8 below shall apply;
11.2.7.
in respect of the Consumable Stores (WW), the provisions of clause 11.9 below shall apply;
11.2.8.
in respect of the Critical Spares (WW), the provisions of clause 11.10 below shall apply;
11.2.9.
in respect of the WW Core, the provisions of clause 11.11 below shall apply;
11.2.10.
in respect of the Tailings Storage Facilities (WW) and the Tailings Storage Facilities Sites (WW), the provisions of clause 11.12 below shall apply;
11.2.11.
in respect of the MOD (WW), the provisions of clause 11.13 below shall apply;
11.2.12.
in respect of the Gold in Lock Up (WW) and Gold In Process (WW), the provisions of clause 11.14 below shall apply;
11.2.13.
in respect of AngloGold’s rights under all Permits (WW), the provisions of clause 12 below shall apply; and
11.2.14.
in respect of the Environmental Obligations (WW), the provisions of clause 24.1 below shall apply.
11.3.
WW Mining Rights
11.3.1.
On the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2 and to the extent that it has not already done so:
11.3.1.1.
AngloGold shall deliver to the WW Purchaser: (a) the originals or certified copies of such board resolution/s and other documents, in its possession or under its control, as may be necessary in order to procure the transfer of the WW Mining Rights from AngloGold to the WW Purchaser; and (b) copies of (or to the extent that AngloGold is in possession of same on the Closing Date, the originals of) the WW Mining Rights and Section 11 Ministerial Consent; and
11.3.1.2.
the parties shall execute the Notarial Deeds of Cession.
11.3.2.
The WW Purchaser shall lodge or procure the lodgement of the Notarial Deeds of Cession, for registration at the Mining Titles Office in terms of the MTRA, within the 60‑day period contemplated in section 11(4) of the MPRDA.



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11.3.3.
AngloGold shall, upon written request by the WW Purchaser, give all reasonable assistance and take all such action as may be reasonably required by the WW Purchaser to give effect to the provisions of this clause 11.3.
11.3.4.
The Parties record that some of the Infrastructure (WW) has been valued and rated by the local authority in terms of Section 17(1)(f) of the Rates Act as part of the WW Mining Rights, in respect of which no clearance certificates may be issued and to which the Interim Payment Arrangement referred to in clause 11.6.21.5 applies. The WW Purchaser shall, subject to AngloGold providing the WW Purchaser with such documentation evidencing amounts that may be due and payable by the WW Purchaser, refund AngloGold in respect of that part of any payment made by AngloGold to the local authority that relates to the period between the Closing Date and the date of registration of the Notarial Deeds of Cession in the Mining Titles Office, and in relation to the period after the relevant date of registration of the Notarial Deeds of Cession in the Mining Titles Office, to the extent that the WW Purchaser is credited with such advance payments by the relevant local authority concerned and such amounts are not refunded by the relevant local authority concerned to AngloGold.
11.3.5.
In relation to the period from the Closing Date until the date of registration of the Notarial Deeds of Cession in the Mining Titles Office (both dates inclusive), the WW Purchaser shall, without limitation, be liable for:
11.3.5.1.
all costs of water, electricity, gas, refuse removal, sewage and any other services provided in respect of the buildings and infrastructure erected on the WW Mining Rights areas (including any deposits payable in connection therewith);
11.3.5.2.
all costs in relation to the maintenance and upkeep of the buildings and infrastructure erected on the WW Mining Rights areas; and
11.3.5.3.
all rates and taxes and other imposts levied by any Governmental Entity in respect of the WW Mining Rights areas;
and the WW Purchaser hereby indemnifies AngloGold and holds AngloGold harmless for the period between the Closing Date and the date of registration of the Notarial Deeds of Cession in the Mining Titles Office, against any and all claims, losses, damages, proceedings, liabilities and expenses (including, but not limited to reasonable legal costs), charges, compensation, awards, fines, actions and demands in relation thereto.



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11.3.6.
With effect from the Closing Date the WW Purchaser shall be responsible for taking out any insurance it requires in relation to the buildings and infrastructure erected on the WW Mining Areas.
11.3.7.
The Parties record that the buildings constructed within the WW Mining Areas were constructed for mining purposes and that there are no approved building plans or electricity compliance certificates in respect thereof.
11.4.
WW Mining Right 11 MR
11.4.1.
The WW Mining Right 11 MR shall be delivered to the WW Purchaser by virtue of AngloGold providing the WW Purchaser with the assistance contemplated in clause 4.9, and the WW Purchaser being granted the Consolidation Application Ministerial Consent.
11.4.2.
On the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2, AngloGold will use its reasonable endeavours to prepare and deliver to Harmony, on the Closing Date (failing which as soon as reasonably possible after the Closing Date), such documents which are required to support the Consolidation Application, including but not limited to a conditional deed of abandonment of the WW Mining Right 11 MR specifying that AngloGold abandons the WW Mining Right 11 MR on condition that the Consolidation Application Ministerial Consent is obtained in order to inter alia incorporate it into WW Mining Right 01.
11.5.
AngloGold Enviro Trust (and the Trust Money) and the WW Financial Guarantees
11.5.1.
It is recorded that AngloGold has made provision for the rehabilitation of the WW Mining Areas in the amounts and by way of the methods detailed below:
11.5.1.1.
a contribution to the AngloGold Enviro Trust of the Trust Money. It is recorded that contributions made by AngloGold to the AngloGold Enviro Trust are in respect of AngloGold’s rehabilitation obligations for both the WW Mining Areas and the VR Region; and
11.5.1.2.
the provision of the WW Financial Guarantees.
11.5.2.
It is recorded that the AngloGold Enviro Trust is a trust registered for purposes of section 37A of the Income Tax Act.
11.5.3.
The AngloGold Enviro Trust and Trust Money
11.5.3.1.
On the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2 and to the extent that it has not already done so, AngloGold shall deliver to the WW Purchaser:



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11.5.3.1.1.
all of the books, records, documents and assets of the AngloGold Enviro Trust in the possession of AngloGold and/or under its control immediately before the Closing Date in relation to the AngloGold Enviro Trust (including, without limiting the generality of the aforegoing, minute books, tax records, and other registers of the AngloGold Enviro Trust), or alternatively place the WW Purchaser in effective control of such books, records, documents and assets;
11.5.3.1.2.
the original trust deed and letters of authority in respect of the AngloGold Enviro Trust;
11.5.3.1.3.
the original written resignation/s of AngloGold’s appointees to the board of trustees of the AngloGold Enviro Trust (in a form attached hereto as Annexure EE), with effect from the date on which the new letters of authority in respect of the AngloGold Enviro Trust are to be issued as contemplated in clause 11.5.3.2;
11.5.3.1.4.
the original resolutions (in a form attached hereto as Annexure HH) of the trustees of the AngloGold Enviro Trust authorising and approving (subject to the terms and conditions of this Agreement and with effect from the Closing Date):
11.5.3.1.4.1.
the appointment of the WW Purchaser’s nominees to the board of trustees of the AngloGold Enviro Trust with effect from the date on which the new letters of authority in respect of the AngloGold Enviro Trust are to be issued as contemplated in clause 11.5.3.2, provided that the WW Purchaser provides the names and identity/passport numbers (as applicable) of such nominees to AngloGold at least 15 (fifteen) Business Days before the Closing Date; and



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11.5.3.1.4.2.
the resignations of the persons referred in clause 11.5.3.1.3.
11.5.3.2.
The Parties record and agree that, as soon as reasonably possible after the Closing Date, the WW Purchaser shall do all such things as may be necessary to procure the issuance of new letters of authority in respect of the AngloGold Enviro Trust and AngloGold shall use all reasonable endeavours to assist the WW Purchaser to obtain such new letters of authority and any other amendments to the deed of trust of the AngloGold Enviro Trust as reasonably requested by the WW Purchaser.
11.5.3.3.
With effect from the Closing Date, AngloGold cedes, assigns and delegates all of its rights and obligations in relation to the AngloGold Enviro Trust (if any) including such obligations as are recorded in the trust deed of the AngloGold Enviro Trust and any obligations that AngloGold may have undertaken by virtue of its nominee/s being trustees of the AngloGold Enviro Trust, in relation to or in connection with the AngloGold Enviro Trust, which cession, assignment and delegation the WW Purchaser accepts.
11.5.3.4.
If and to the extent that AngloGold is unable to cede, assign and delegate all of its rights and obligations in relation to the AngloGold Enviro Trust to the WW Purchaser as contemplated in clause 11.5.3.3 above, then the WW Purchaser and AngloGold hereby agree that, with effect from the Closing Date, as between them, all benefit arising from or relating to the AngloGold Enviro Trust that (but for this clause 11.5.3.4) would vest in and be borne by AngloGold shall vest in and be borne by the WW Purchaser and, as a result: (a) the WW Purchaser shall be obliged, at its cost, but (to the extent necessary) in AngloGold’s name to discharge AngloGold’s obligations in respect of the AngloGold Enviro Trust after the Closing Date; and (b) the WW Purchaser hereby indemnifies AngloGold against any Loss which may arise as a result of the WW Purchaser failing to comply with its obligations under this clause 11.5.3.4.
11.5.3.5.
The Parties record and agree that, as soon as reasonably possible after the Closing Date, the WW Purchaser and AngloGold shall attend to the necessary updates (including, the contact, address, banking and trustee details) of the AngloGold Enviro Trust where required on the Registration, Amendments and Verification Form (RAV01) and that the IT77TR is duly completed and timeously submitted with SARS.



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11.5.4.
WW Financial Guarantees
11.5.4.1.
On the Closing Date, the WW Purchaser shall deliver to ENSafrica, the original financial guarantee/s it intends to submit at the Gauteng Regional Office of the DMRE for the rehabilitation of the WW Mining Areas, which are consistent with the Minister's requirements in terms of the Section 11 Ministerial Consent (the "Purchaser Financial Guarantee"), which Purchaser Financial Guarantee ENSafrica shall hold in escrow until such time as the WW Purchaser and AngloGold attend the Gauteng Regional Office of the DMRE.
11.5.4.2.
As soon as reasonably possible (and no later than 2 (two) Business Days) after the Closing Date, ENSafrica shall release the Purchaser Financial Guarantee from escrow and the WW Purchaser and AngloGold will attend at the Gauteng Regional Office of the DMRE to uplift the original WW Financial Guarantees and replace them with the original Purchaser Financial Guarantee, after which AngloGold shall cancel the WW Financial Guarantees. If AngloGold is unable to uplift the original WW Financial Guarantees:
11.5.4.2.1.
the WW Purchaser shall nevertheless submit the original Purchaser Financial Guarantee at the Gauteng Regional Office of the DMRE; and
11.5.4.2.2.
with effect from the Closing Date and until such time as the original WW Financial Guarantees are uplifted, the WW Purchaser hereby indemnifies and holds AngloGold harmless against all and any losses incurred or suffered by AngloGold by reason of, or arising directly or indirectly out of, or in connection with the DMRE bringing a claim against AngloGold and/or enforcing the WW Financial Guarantees but only to the extent that such claim and/or enforcement relates to any portion of the WW Financial Guarantees that relates to the WW Mining Business.
11.5.4.3.
Notwithstanding anything to the contrary contained herein, AngloGold shall use all reasonable endeavours to procure the upliftment of the original WW Financial Guarantees and the WW Purchaser shall provide all assistance required by AngloGold in this regard.



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11.6.
Immoveable Properties (WW) and Infrastructure (WW)
11.6.1.
Occupation and possession of the Immoveable Properties (WW) and the Infrastructure (WW) will be provided to the WW Purchaser by AngloGold on the Closing Date against payment of the Cash Portion (WW) in terms of clause 16.2.2.
11.6.2.
All risk in and benefit attaching to such Immoveable Property (WW) and the Infrastructure (WW) shall vest in the WW Purchaser on the Closing Date against payment of the Cash Portion in terms of clause 16.2.2.
11.6.3.
The WW Purchaser shall, free of rental cost, have full and unfettered rights, subject to the terms and conditions set out in this clause 11.6, and be entitled to use and occupy the Immoveable Properties (WW) from the Closing Date until the Transfer Date of each of the respective Immoveable Properties (WW) (both dates inclusive) (the "Immoveable Property Period (WW)").
11.6.4.
To the extent that the Infrastructure (WW):
11.6.4.1.
accedes to immoveable property which forms part of the Immoveable Properties (WW), then such Infrastructure (WW) shall transfer to the WW Purchaser with each respective Immoveable Property (WW) on the Transfer Date of such Immoveable Properties (WW) and the WW Purchaser shall, free of rental cost, have full and unfettered rights, subject to the terms and conditions set out in this clause 11.6, and be entitled to use and occupy such Infrastructure (WW) from the Closing Date until the Transfer Date of each of the respective Immoveable Properties (WW) (both dates inclusive) (the "Infrastructure Period (WW)"); or
11.6.4.2.
does not accede to immoveable property which forms part of the Immoveable Properties (WW), then AngloGold shall on the Closing Date deliver such Infrastructure (WW) to the WW Purchaser by such mode of actual or constructive delivery as shall be appropriate in the circumstances, with the legal intent that legal title to all such Infrastructure (WW) shall pass by and upon such mode of delivery on the Closing Date. AngloGold shall sign and execute, upon receiving a written request from the WW Purchaser, all documents as may be reasonably required to procure the delivery and transfer, and to the extent necessary or possible, the registration of the transfer, of such Infrastructure (WW) into the name of the WW Purchaser.
11.6.5.
It is the intention of the Parties that the Transfer (WW) of each Immoveable Property (WW) takes place as soon as reasonably possible after the Closing Date. To give



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effect to this intention, the Parties agree that the Conveyancer is hereby authorised on behalf of all of the Parties to and shall during the Interim Period and after the Closing Date, if necessary:
11.6.5.1.
take all steps as may be necessary to apply to the relevant local authority for rates clearance figures in respect of each of the Immoveable Properties (WW) (the "Rates Clearance Figures (WW)"); and
11.6.5.2.
prepare all documents necessary for lodgement of the Transfers (WW) in the relevant Deeds Registry as soon as reasonably possible after the Closing Date.
11.6.6.
The Parties undertake that they shall do all such things as may be necessary to give effect to the intention of the Parties as set out in clause 11.6.4, including but not limited to providing and signing the relevant documentation to authorise the Conveyancer to apply to the relevant local authority for the Rates Clearance Figures (WW) and providing such documentation to the Conveyancer which is necessary to prepare all documents to give effect to the Transfers (WW). All costs associated with the applications for Rates Clearance Figures (WW) shall be for the account of the WW Purchaser.
11.6.7.
On the Closing Date and against payment of the Cash Portion (WW) in terms of clause 16.2.2:
11.6.7.1.
and to the extent that it has not already done so, AngloGold shall hand over to the Conveyancer all the original title deeds in its possession or under its control in respect of the Immoveable Properties (WW), alternatively, the particulars of title deeds that have been permanently filed at the Deeds Registry, in respect of the Immoveable Properties (WW), alternatively signed applications for the issue of substituting copies of all lost deeds, and all other documentation, as requested by the Conveyancer, to give effect to the provisions of this clause 11.6; and
11.6.7.2.
the Parties shall each nominate 2 (two) or more appropriate representatives employed by AngloGold and the WW Purchaser (or any of its Affiliates) respectively (the "Authorised Representatives (WW)") to act on their behalf to complete and/or sign all documents necessary to effect the Transfers (WW) and the execution of the notarial deeds of cession and assignment of the Servitudes (WW) and registration of cession and assignment of the Servitudes (WW) in the



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relevant Deeds Registry, or the notarial execution of the notarial deeds of cession and assignment of the Servitudes (WW), as applicable, as contemplated in clause 11.7. The Parties will on the Closing Date each provide their respective Authorised Representatives (WW) with a power of attorney or delegation of authority to act on their behalf for purposes of completing and/or signing all documents necessary to effect the Transfers (WW) and the execution of the notarial deeds of cession and assignment of the Servitude (WW) and registration of the cession and assignment of the Servitudes (WW), or the notarial execution of the notarial deeds of cession and assignment of the Servitude (WW), as applicable in the relevant Deeds Registry. The Authorised Representative (WW) of each Party shall be:
11.6.7.2.1.
in the case of AngloGold, Lizelle Marwick or Ryan Webb; and
11.6.7.2.2.
in the case of the WW Purchaser, Neil Terblanche or Phillip Tobias.
11.6.8.
AngloGold shall, on request by the Conveyancer, pay in full the relevant Rates Clearance Figures (WW) in respect of the period up to and including the Closing Date, in order for a rates clearance certificate to be issued to the Conveyancer, in respect of each of the Immoveable Properties (WW) as well as the Infrastructure (WW) (if necessary), in terms of section 118 of the Local Government: Municipal Systems Act, No. 32 of 2000 (the "Rates Clearance Certificate (WW)"). AngloGold undertakes to the WW Purchaser that when obtaining the Rates Clearance Figures (WW) for the period up to and including the Closing Date, from the relevant local authority for purposes of the Transfer (WW), it shall effect payment of the full debt due (in respect of the aforesaid period) to the relevant local authority as at such date and shall not limit this to the 2 (two) years preceding the issue of the relevant Rates Clearance Certificate (WW).
11.6.9.
The WW Purchaser shall, on request by the Conveyancer, pay the relevant Rates Clearance Figures (WW) that relate to the period after the Closing Date, in order for the Rates Clearance Certificate to be issued to the Conveyancer.  
11.6.10.
The WW Purchaser shall, subject to AngloGold providing the WW Purchaser with such documentation evidencing amounts that may be due and payable by the WW Purchaser in respect of the Rates Clearance Figures (WW) paid by AngloGold, refund AngloGold in respect of that part of any payment made by AngloGold to the local authority that relates to the period between the Closing Date and the relevant Transfer Date, and only in relation to the period after the relevant Transfer



85


Date to the extent that the WW Purchaser is credited with such advance payments by the relevant local authority concerned and such amounts are not refunded by the relevant local authority concerned to AngloGold. AngloGold shall, subject to the WW Purchaser providing AngloGold with such documentation evidencing amounts that may be due and payable by AngloGold in respect of the Rates Clearance Figures (WW) paid by the WW Purchaser, refund the WW Purchaser in respect of that part of any payment made by the WW Purchaser in respect of the Rates Clearance Figures (WW) that relates to the period between the Closing Date and the relevant Transfer Date, to the extent that , after the relevant Transfer Date, AngloGold is refunded such amounts by the relevant local authority and such amounts are actually received by AngloGold.
11.6.11.
The WW Purchaser shall, on written request by AngloGold refund AngloGold for any and all deposits made by AngloGold in relation to the Immoveable Properties (WW) and/or the Infrastructure (WW), to the extent that WW Purchaser is credited with and has received such deposits by the relevant local authority concerned and such amounts are not refunded by the relevant local authority concerned to AngloGold.
11.6.12.
AngloGold undertakes to the WW Purchaser that it shall, at its cost, do all such things as may be necessary (including providing relevant documentation for the Transfer (WW)) to obtain all consents and/or approval, as registered owner of the Immoveable Properties (WW), that are required to give effect to the Transfers (WW) contemplated in this clause 11.6, including (without limitation), procuring the consent and/or approval of the relevant local authority or any third party to the Transfers (WW).
11.6.13.
The Parties undertake in favour of each other that:
11.6.13.1.
the Parties shall procure that 1 (one) of their Authorised Representatives (WW) signs all documents required to give effect to the Transfer (WW) without delay and to provide all documents and information and do all things necessary in order to effect the Transfer (WW); and
11.6.13.2.
each Party shall take all steps, pay all amounts and do and procure the doing of all such things as are reasonable in the circumstance so as to place the Conveyancer in a position to, and to ensure that the Conveyancer, effect Transfer (WW) in the relevant Deed Registry without unnecessary delay or hindrance.



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11.6.14.
All costs, taxes, fees and disbursements (including transfer duty and VAT, if any) incurred to effect the transfer of the Immoveable Properties (WW) and Infrastructure (WW) to the WW Purchaser shall be paid by the WW Purchaser within 7 (seven) calendar days after being requested to do so by the Conveyancer in writing and on receipt of a VAT invoice from the Conveyancers.
11.6.15.
Subject to the Warranties, the Parties agree that the Immoveable Properties (WW), as well as the Infrastructure (WW), are sold to the extent as they now lie, voetstoots, subject to all conditions, servitudes, Surface Right Permits (WW) and any Encumbrances, and further subject to the provisions of clause 11.6.20 in relation to the subdivision and transfer of the SANRAL Portions (WW) to SANRAL .
11.6.16.
The Parties record that the Infrastructure (WW) was erected for mining purposes pursuant to surface right permits and/or mining rights granted to AngloGold and that there are no approved building plans or electricity compliance certificates in terms of the Electrical Installation Regulations promulgated under the Occupational Health and Safety Act No. 85 of 1993 in respect thereof.
11.6.17.
AngloGold shall be obliged to procure the issue of a valid and up to date certificate of compliance in respect of each of the freehold residential properties included in the Immovable Properties (WW) as referred to in Annexure Q as contemplated in terms of the Electrical Installation Regulations 2009 promulgated under the Occupational Health and Safety Act No. 85 of 1993, (the "Compliance Certificate (WW)") (to the extent that AngloGold is not already in possession of a valid Compliance Certificate (WW) which is less than 2 (two years old)) and deliver the valid and up to date Compliance Certificates (WW) for each such freehold residential property to the WW Purchaser on or before the Closing Date (and, to the extent not delivered on the Closing Date, as soon as reasonably possible after the Closing Date but before the respective Transfer Date). AngloGold shall be liable for the cost of procuring the issue of the said Compliance Certificates (WW) (to the extent that it is necessary to procure the issue of an updated Compliance Certificate (WW)), including without limitation the cost of any necessary electrical work.
11.6.18.
In relation to the Immoveable Property Period (WW), the WW Purchaser shall, without limitation, be liable for:
11.6.18.1.
all costs of water, electricity, gas, refuse removal, sewage and any other services provided in respect of the: (a) Immoveable Properties (WW), for the Immoveable Property Period (WW); and (b) Infrastructure (WW), for the Infrastructure Period (WW), (including any deposits payable in connection therewith);



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11.6.18.2.
all costs in relation to the maintenance and upkeep of: (a) the Infrastructure (WW), for the Infrastructure Period (WW); and (b) all other improvements and structures on the Immoveable Properties (WW), for the Immoveable Property Period (WW), to the extent that such maintenance and upkeep is required by the WW Purchaser; and
11.6.18.3.
all rates and taxes and other imposts levied by any local authority in respect of the: (a) Immoveable Properties (WW), for the Immoveable Property Period (WW); and (b) Infrastructure (WW), for the Infrastructure Period (WW),
and the WW Purchaser hereby indemnifies AngloGold and holds AngloGold harmless for the Immoveable Property Period (WW), against any and all claims, losses, damages, proceedings, liabilities and expenses (including, but not limited to reasonable legal costs), charges, compensation, awards, fines, actions and demands in relation thereto provided that such cost, charge or liability did not arise prior to the Closing Date.
11.6.19.
During the Immovable Property Period (WW), the WW Purchaser shall be responsible for taking out any insurance it requires in relation to the Immoveable Properties (WW) or the Infrastructure (WW) with effect from the Closing Date.
11.6.20.
SANRAL:
11.6.20.1.
AngloGold concluded an agreement with SANRAL on or about 10 September 2018 to transfer at no consideration to SANRAL the subdivided portions, namely:
11.6.20.1.1.
Portion 107 (a portion of Portion 62) Blyvooruitzicht 116 IQ; and
11.6.20.1.2.
Portion 29 (a portion of Portion 12) Elandsfontein 115 IQ,
on which the national road is located, (the "SANRAL Portions (WW)").
11.6.20.2.
The WW Purchaser acquires the Remainder of Portion 62 Blyvooruitzicht 116 IQ and Remainder of Portion 12 Elandsfontein 115 IQ, as two of the Immovable Properties (WW), subject to AngloGold’s agreement with SANRAL in relation to the SANRAL Portions (WW), the subdivision to create the SANRAL Portions (WW) and subsequent registration of transfer by AngloGold of the SANRAL Portions (WW) into the name of SANRAL. The Parties agree that registration of



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transfer of the SANRAL Portions (WW) to SANRAL shall be registered before or simultaneously with the registration of transfer in the name of the WW Purchaser of the Remainder of Portion 62 Blyvooruitzicht 116 IQ and Remainder of Portion 12 Elandsfontein 115 IQ as contemplated in this clause 11.6 and that all costs and disbursements associated with the subdivision and transfer of the SANRAL Portions (WW) to SANRAL shall be borne by AngloGold or SANRAL as agreed between them.
11.6.20.3.
AngloGold shall pay in full the relevant rates clearance figures in order for a rates clearance certificate to be issued to the conveyancer attending to the transfer of the SANRAL Portions (WW) to SANRAL, in respect of Portion 62 Blyvooruitzicht 116 IQ and Portion 12 Elandsfontein 115 IQ, in terms of section 118 of the Local Government: Municipal Systems Act, No. 32 of 2000 and the WW Purchaser shall refund AngloGold, subject to AngloGold providing the WW Purchaser with such documentation evidencing amounts that may be due and payable by the WW Purchaser, in respect of any payment made as aforesaid that relates to the Remainder of Portion 62 Blyvooruitzicht 116 IQ and Remainder of Portion 12 Elandsfontein 115 IQ as from the Closing Date and the period thereafter.
11.6.21.
Municipal Valuations, Objections and Appeals
11.6.21.1.
The Parties record that:
11.6.21.1.1.
the Merafong City Local Municipality ("Merafong Municipality") has published a general municipal valuation roll effective from 1 July 2019, and may thereafter cause and may publish (or may have caused and published since) supplementary valuation rolls, in which new municipal values have been, or may be, accorded to the Immoveable Properties (WW) and the Infrastructure (WW) (all such new municipal values published at any time up to the Closing Date are hereinafter referred to as the "Municipal New Values (WW)");
11.6.21.1.2.
AngloGold has lodged, or may in the future lodge, in terms of section 50 of the Rates Act, objections against the Municipal New Values (WW) (the "Municipal Objections (WW)"). It is recorded that



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AngloGold has already lodged the following Municipal Objections (WW), namely those published: (a) against 14 (fourteen) of the mining properties comprising the Immoveable Properties (WW); and (b) against certain of the Infrastructure (WW) valued as part of the WW Mining Rights and WW Mining Right 11 MR (collectively, the "Municipal Properties and Infrastructure"); and
11.6.21.1.3.
AngloGold may already have lodged, or may in the future lodge, an appeal in terms of section 54(1)(a) of the Rates Act to the valuation appeal board against any decision of the municipal valuer regarding the Municipal Objections (WW) (the "Municipal Appeals (WW)").
11.6.21.2.
With effect from the Closing Date (including, for the avoidance of doubt, any period on and after the Transfer (WW)), in respect of all Municipal Objections (WW) and Municipal Appeals (WW), the following provisions shall apply:
11.6.21.2.1.
the WW Purchaser shall, from the Closing Date, if in its sole discretion it so chooses (but without limiting the rights of AngloGold under clause 11.6.21.2.2): (a) lodge all and any Municipal Objections (WW) and Municipal Appeals (WW) that have not yet been lodged; and (b) diligently prosecute, administer and pursue (in all respects) all and any Municipal Objections (WW) and Municipal Appeals (WW) to finality, at its cost, until no further objections, reviews and appeals are possible. The aforegoing actions by the WW Purchaser shall be performed in its own name or, in those cases where AngloGold has already lodged Municipal Objections (WW) and Municipal Appeals (WW), operating under power of attorney granted by AngloGold where applicable; and
11.6.21.2.2.
notwithstanding the foregoing, and whilst AngloGold shall have no obligation to do so whatsoever, AngloGold shall be entitled (but not obliged), during the Immoveable Property Period, to: (a) lodge all and any Municipal Objections (WW) and Municipal



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Appeals (WW) as it may, in its sole discretion, so choose; and (b) prosecute, administer and pursue (in all or any respects) all or any Municipal Objections (WW) and Municipal Appeals (WW) to finality, at its cost, until no further objections, reviews and appeals are possible.
11.6.21.3.
The WW Purchaser hereby indemnifies AngloGold and holds AngloGold harmless against any and all claims, losses, damages, proceedings, liabilities and expenses (including, but not limited to legal costs and costs awarded against it), charges, compensation, awards, fines, actions and demands arising after the Closing Date in relation to any Municipal Objections (WW) and/or Municipal Appeals (WW) (and the processes relating thereto) contemplated in clause 11.6.21.2.1 which are incurred by AngloGold during the Immoveable Property Period (WW) as a result of any action pursued after the Closing Date by the WW Purchaser as contemplated in clause 11.6.21.2.1 from the Closing Date, whether under power of attorney granted by AngloGold or in its own name.
11.6.21.4.
The WW Purchaser shall provide AngloGold with, or will procure that AngloGold is promptly provided with, copies of any and all notices and correspondence received from the relevant Government Entity which relate to any Municipal Objections (WW) and/or Municipal Appeals (WW) (and the processes relating thereto) contemplated in clause 11.6.21.2.2 which are received by the WW Purchaser after the Closing Date.
11.6.21.5.
It is recorded that AngloGold and Merafong Municipality entered into an interim payment arrangement (the "Interim Payment Arrangement") with effect from 1 July 2019 in terms whereof:
11.6.21.5.1.
AngloGold pays rates in a sum of ZAR8 128 686 (eight million one hundred and twenty eight thousand six hundred and eighty six Rand) per annum (being an amount of ZAR677 390 (six hundred and seventy seven thousand three hundred and ninety Rand) monthly) in respect of the Municipal Properties and Infrastructure categorised as mining properties;
11.6.21.5.2.
50% (fifty percent) of the aforesaid monthly rates payments in the sum of ZAR338 695 (three hundred



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and thirty eight thousand six hundred and ninety five Rands) is to be paid by AngloGold to the Merafong Municipality and held in an interest bearing trust investment by the duly appointed attorney of the Merafong Municipality (the "Merafong Trust Money") pending final determinations of values in the appeal processes, whereupon the rates obligation of AngloGold in accordance with the rulings will be calculated, and the Merafong Trust Money be utilised towards its rates payment obligations for such period, and any balance to be refunded to AngloGold; and
11.6.21.5.3.
the interest on the Merafong Trust Money will accrue to Merafong Municipality, but be taken into account as payment by AngloGold towards its rates obligations in respect of the rates on the Municipal Properties and Infrastructure.
11.6.21.6.
As contemplated in clause 11.6.21.7 AngloGold undertakes (subject to the remaining provisions of this clause 11.6) to use all reasonable endeavours to procure in writing from the Merafong Municipality, as soon as reasonably practicable following the Signature Date (and, to the extent not completed on the Closing Date, as soon as reasonably possible after the Closing Date) the cession and assignment of the Interim Payment Arrangement, and the related cession and delegation of rights, title, interests and obligations, to the WW Purchaser as aforesaid with effect on and from the Closing Date, including to obtain all consents, approvals and waivers that may be required from the Merafong Municipality for such assignment.
11.6.21.7.
Without derogating from any other provisions in this Agreement, if and to the extent that any Municipal Objection (WW) or Municipal Appeal (WW) is successful and the result thereof is that any portion of any rates or taxes paid by AngloGold prior to the Closing Date are to either be reimbursed by the relevant Governmental Entity and/or are to be refunded to AngloGold in terms of the Interim Payment Arrangement and/or are to result in a credit or set off (in an amount equal to such portion) being granted by the relevant Government Entity, then: (a) the WW Purchaser shall, forthwith upon the Municipal Objection (WW) or Municipal Appeal (WW) (as the case may be) being successful as aforesaid, pay, provided such amount has been paid to and actually



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received by the WW Purchaser, an amount equal to the aforesaid portion to AngloGold; and (b) AngloGold hereby, with effect from the date of receipt of the aforesaid payment, cedes and assigns to the WW Purchaser all and any rights which AngloGold may have to recover such portion from the Governmental Entity (and the WW Purchaser hereby accepts such cession and assignment).
11.6.22.
Merafong Litigation
11.6.22.1.
In relation to the litigation under case numbers 23558/2011 and 47019/2014, copies of which are filed under folder 1.2.12.1.2 of the Data Room, (the "Merafong Litigation"), AngloGold shall notify the WW Purchaser in writing no later than the Closing Date, whether or not the WW Purchaser must pursue the Merafong Litigation. Should AngloGold elect that the WW Purchaser must pursue the Merafong Litigation then in order to give effect to the aforesaid AngloGold will either grant the WW Purchaser a power of attorney to conduct the Merafong Litigation in AngloGold’s name, in which case AngloGold shall provide such power of attorney to the WW Purchaser or the WW Purchaser and AngloGold shall bring an application to the relevant Governmental Entity for substitution of AngloGold with the WW Purchaser in respect of the Merafong Litigation, in which case the WW Purchaser shall do all such things as AngloGold may reasonably require in order to achieve the aforesaid substitution.
11.6.22.2.
Should AngloGold elect as aforesaid that the WW Purchaser shall pursue the Merafong Litigation , the WW Purchaser shall, at its own cost, diligently administer and pursue (in all respects) the Merafong Litigation to finality until no further applications, actions, reviews and/or appeals are possible.
11.6.22.3.
The WW Purchaser hereby indemnifies AngloGold and holds AngloGold harmless against any and all claims, losses, damages, proceedings, liabilities and expenses (including, but not limited to legal costs and costs awarded against it), charges, compensation, awards, fines, actions and demands arising after the Closing Date in relation to the Merafong Litigation (and the processes relating thereto) and pursued after the Closing Date by the WW Purchaser.
11.6.22.4.
The WW Purchaser shall provide AngloGold with, or will procure that AngloGold is promptly provided with, copies of any judgements and/



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or awards which relate to the Merafong Litigation which are received by the WW Purchaser after the Closing Date.
11.6.22.5.
Without derogating from any other provisions in this Agreement, if and to the extent that the Merafong Litigation is successful and the result thereof is that any portion of any costs (including, but not limited to, legal costs), surcharges, rates or taxes paid by AngloGold prior to the Closing Date are either reimbursed by the relevant Governmental Entity and/or result in a credit or set off (in an amount equal to such portion) being granted by the relevant Government Entity, then the WW Purchaser shall, forthwith upon the Merafong Litigation being successful as aforesaid, pay an amount equal to the aforesaid portion to AngloGold.
11.7.
Servitudes (WW)
11.7.1.
With effect from the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2, AngloGold cedes, assigns and delegates, to the extent that it has not already occurred, to the WW Purchaser all of its rights, title and interests in and to and all prospective obligations in respect of the Servitudes (WW), and the WW Purchaser hereby accepts such assignment, cession and delegation, to the extent that: (a) the other parties to such Servitudes (WW) consent thereto; or (b) the consents of the other parties to such Servitudes (WW) are not required. AngloGold undertakes to use all reasonable endeavours to procure the registration in the Deeds Registry of the notarial deeds of cession of servitudes in respect of the Servitudes (WW), and the related cession and delegation of rights, title, interests and obligations, to the WW Purchaser as aforesaid as well as registration thereof in the Deeds Registry.
11.7.2.
On the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2, occupation and possession of the servitude areas of the Servitudes (WW) shall be granted by AngloGold to the WW Purchaser to the extent that it has not already done so. From the Closing Date until the date of registration of the notarial deeds of cession and assignment in the relevant Deeds Registry in respect of each of the respective Servitudes (WW) (both dates inclusive), all risk in and benefit attaching to such Servitudes (WW) shall vest in the WW Purchaser and the WW Purchaser shall, free of rental cost, have full and unfettered rights, subject to the terms and conditions of the respective servitudes as well as those terms and conditions set out in this clause 11.7.2, to use and occupy the servitude areas of the Servitudes (WW).



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11.7.3.
It is the intention of the Parties that the registration of the notarial deeds of cession and assignment of Servitudes (WW) in the relevant Deeds Registry takes place as soon as reasonably possible after the Closing Date. To give effect to this intention, the Parties agree that the Conveyancer is hereby authorised on behalf of both Parties to and shall during the Interim Period prepare all documents necessary for the notarial execution and lodgement of the notarial deeds of cession and assignment of Servitudes (WW) in the relevant Deeds Registry as soon as reasonably possible after the Closing Date.
11.7.4.
On the Closing Date and against payment of the Cash Portion (WW) in terms of clause 16.2.2:
11.7.4.1.
and to the extent that it has not already done so, AngloGold shall hand over to the Conveyancer all the original notarial deeds of servitude in respect of the Servitudes (WW), or signed applications for substituting copies in respect of all lost deeds and all other documentation, as requested by the Conveyancer, to give effect to the provisions of this clause 11.7.4; and
11.7.4.2.
the Parties shall each provide their respective Authorised Representatives (WW) with a power of attorney or delegation of authority to act on their behalf for purposes of completing and/or signing all documents necessary to effect the execution of the notarial deeds of cession and assignment of the Servitudes (WW) and registration thereof in the relevant Deeds Registry.
11.7.5.
AngloGold shall furnish to the registered landowner/s of the servient properties under the Servitudes (WW) the required notices of cession and assignment, to the extent required in terms of the provisions of the relevant deeds of servitude of the Servitudes (WW).
11.7.6.
The Parties undertake in favour of each other that:
11.7.6.1.
the Parties shall procure that 1 (one) of their Authorised Representatives (WW) signs all documents required to give effect to the cession and assignment of the Servitudes (WW) without delay and to provide all documents and information and do all things necessary in order to effect the registration thereof in the relevant Deeds Registry; and
11.7.6.2.
each Party shall take all steps, pay all amounts and do and procure the doing of all such things as are reasonable in the circumstance so as to place the Conveyancer in a position to, and to ensure that the



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Conveyancer, effect registration of the notarial deeds of cession and assignment of the Servitudes (WW) in the relevant Deeds Registry without unnecessary delay or hindrance.
11.7.7.
All costs, taxes, fees and disbursements (including transfer duty and VAT, if any) incurred in order to effect the execution and registration of the notarial deeds of cession and assignment of the Servitudes (WW) in the relevant Deeds Registry to the WW Purchaser shall be paid by the WW Purchaser within 7 (seven) calendar days after being requested to do so by the Conveyancer in writing and on receipt of a VAT invoice from the Conveyancers.
11.7.8.
In relation to the period from the Closing Date until the date of registration of the notarial deeds of cession and assignment in the relevant Deeds Registry for each of the respective Servitudes (WW) (both dates inclusive), the WW Purchaser shall, without limitation, be liable for:
11.7.8.1.
all cost of compliance with the obligations of AngloGold in terms of the deeds of servitude of the Servitudes (WW);  
11.7.8.2.
all costs of any services provided in respect of the Servitudes (WW); and
11.7.8.3.
all costs in relation to the maintenance and upkeep of the improvements and structures, to the extent that such maintenance and upkeep is required by the WW Purchaser, on the servitude areas of the Servitudes (WW),
and the WW Purchaser hereby indemnifies AngloGold and holds AngloGold harmless for the period between the Closing Date and the date of registration of the notarial deeds of cession and assignment in the relevant Deeds Registry for each of the respective Servitudes (WW), against any and all claims, losses, damages, proceedings, liabilities and expenses (including, but not limited to reasonable legal costs), charges, compensation, awards, fines, actions and demands in relation thereto provided that such cost, charge or liability did not arise prior to the Closing Date.
11.8.
Surface Right Permits (WW)
11.8.1.
On the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2 and to the extent that it has not already done so:
11.8.1.1.
AngloGold shall provide the WW Purchaser with all documents, in its possession or under its control or, alternatively, signed applications



96


for the issue of substituting guarantee copies of all lost Surface Right Permits (WW), necessary in order to procure the transfer of the Surface Right Permits (WW) from AngloGold to the WW Purchaser; and
11.8.1.2.
the Parties will on the Closing Date each provide their respective Authorised Representatives (WW) with a power of attorney or delegation of authority to act on their behalf for purposes of completing and/or signing all documents necessary to effect the transfer of the Surface Right Permits (WW) in the Mining Titles Office.
11.8.2.
Within 30 (thirty) Business Days after the Closing Date or as soon as possible thereafter, the Conveyancer shall on behalf of the WW Purchaser, at the WW Purchaser’s cost, lodge, or procure the lodgement of, all necessary documents to procure the registration of such transfers at the Mining Titles Office within the 90‑day period contemplated in item 9(3) to Schedule II of the MPRDA.
11.8.3.
AngloGold shall, upon written request by the WW Purchaser, give all reasonable assistance and take all such action as may be reasonably required by the WW Purchaser to give effect to the provisions of this clause 11.8.
11.8.4.
Occupation and possession of the Surface Right Permit (WW) areas will be provided to the WW Purchaser on the Closing Date against payment of the Cash Portion (WW) in terms of clause 16.2.2. From the Closing Date until the date of registration of transfer of the Surface Right Permits (WW) in the Mining Titles Office (both dates inclusive), all risk in and benefit attaching to the Surface Right Permit (WW) areas and all and any structures erected pursuant thereto (inclusive of the Environmental Obligations (WW)), shall vest in the WW Purchaser and the WW Purchaser shall, free of rental cost, have full and unfettered rights, subject to the terms and conditions set out in this clause 11.8, to use and occupy the Surface Right Permit (WW) areas and the structures erected pursuant thereto.
11.8.5.
In relation to the period from the Closing Date until the date of registration of transfer of each of the Surface Right Permits (WW) in the Mining Titles Office (both dates inclusive), the WW Purchaser shall, without limitation, be liable for–
11.8.5.1.
all costs of water, electricity, gas, refuse removal, sewage and any other services provided in respect of the buildings and infrastructure erected on the Surface Right Permit (WW) areas (including any deposits payable in connection therewith);
11.8.5.2.
all costs in relation to the maintenance and upkeep of the buildings and infrastructure erected on the Surface Right Permit (WW) areas; and



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11.8.5.3.
all rates and taxes and other imposts levied by any Governmental Entity in respect of the Surface Right Permits (WW),
and the WW Purchaser hereby indemnifies AngloGold and holds AngloGold harmless for the period between the Closing Date and the date of registration of transfer of each of the Surface Right Permits (WW) in the Mining Titles Office, against any and all claims, losses, damages, proceedings, liabilities and expenses (including, but not limited to reasonable legal costs), charges, compensation, awards, fines, actions and demands in relation thereto provided that such cost, charge or liability did not arise prior to the Closing Date.
11.8.6.
With effect from the Closing Date the WW Purchaser shall be responsible for taking out any insurance it requires in relation to the buildings and infrastructure erected on the Surface Right Permit (WW) areas.
11.8.7.
The Parties record that the buildings constructed within the Surface Right Permit (WW) areas were constructed for mining purposes and that there are no approved building plans or electricity compliance certificates in respect thereof.
11.9.
Consumable Stores (WW)
Ownership and possession in respect of all Consumable Stores (WW) shall transfer to and be acquired by the WW Purchaser on the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2, by such mode of actual or constructive delivery as shall be appropriate in the circumstances, including by virtue of the WW Purchaser taking occupation and possession of the Immoveable Properties (WW) and the Infrastructure (WW).
11.10.
Critical Spares (WW)  
With effect from the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2, ownership and possession in respect of all Critical Spares (WW) shall transfer to and be acquired by the WW Purchaser by such mode of actual or constructive delivery as shall be appropriate in the circumstances, including by virtue of the Purchaser taking occupation and possession of the Immoveable Properties (WW) and the Infrastructure (WW).
11.11.
WW Core
Ownership and possession in respect of the WW Core shall transfer to and be acquired by the WW Purchaser on the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2. AngloGold shall deliver the WW Core to the WW Purchaser by such mode of actual or constructive delivery as shall be appropriate in the circumstances, including by virtue of the WW Purchaser taking occupation and possession of the Immoveable Properties (WW) and the Infrastructure (WW).



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11.12.
Tailings Storage Facilities (WW)
11.12.1.
With effect from the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16 to the extent that it has not already occurred, ownership and possession in respect of the Tailings Storage Facilities (WW) shall transfer to and be acquired by the WW Purchaser and accordingly, AngloGold shall deliver the Tailings Storage Facilities (WW) to the WW Purchaser by constructive delivery, by providing the WW Purchaser with ongoing access to and use of the Tailings Storage Facilities Sites (WW) (including by providing the WW Purchaser with a key, if any, to gain such access and continued use), and, thereby, ownership and possession of the Tailings Storage Facilities (WW) shall pass from AngloGold to the WW Purchaser.
11.12.2.
The Parties hereby record and agree that the Tailings Storage Facilities (WW) constitute moveable property in that:
11.12.2.1.
the Tailings Storage Facilities (WW) are clearly identifiable;
11.12.2.2.
the Parties intention is to deliver the Tailings Storage Facilities (WW) from AngloGold to the WW Purchaser by means of constructive delivery as contemplated in clause 11.12.1; and
11.12.2.3.
with effect from the Closing Date, the WW Purchaser will be capable of exercising physical control over the Tailings Storage Facilities (WW) and has the intention to be the owner of the Tailings Storage Facilities (WW).
11.13.
MOD (WW)  
11.13.1.
With effect from the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2, ownership and possession in respect of the MOD (WW) shall transfer to and be acquired by the WW Purchaser. AngloGold shall deliver the MOD (WW) to the WW Purchaser by constructive delivery, by providing the WW Purchaser with ongoing access to the MOD (WW) Sites (including by providing the WW Purchaser with a key, if any, to gain such access), and, thereby, ownership and possession of the MOD (WW) shall pass from AngloGold to the WW Purchaser.
11.13.2.
The Parties hereby record and agree that the MOD (WW) constitute moveable property in that:
11.13.2.1.
the MOD (WW) are clearly identifiable;



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11.13.2.2.
the Parties intention is to deliver the MOD (WW) from AngloGold to the WW Purchaser by means of constructive delivery as contemplated in clause 11.13.1; and
11.13.2.3.
with effect from the Closing Date, the WW Purchaser will be capable of exercising physical control over the MOD (WW) and has the intention to be the owner of the MOD (WW).
11.14.
Gold In Lock Up (WW) and Gold In Process (WW)
Ownership of all Gold In Lock Up (WW) and Gold In Process (WW) shall transfer to the WW Purchaser on the Closing Date, against payment of the Cash Portion (WW) in terms of clause 16.2.2, by such mode of actual or constructive delivery as shall be appropriate in the circumstances, including by virtue of the WW Purchaser taking occupation and possession of the WW Gold Plant and Savuka Gold Plant.
11.15.
Wrong Pockets
11.15.1.
If, after the Closing Date, any person makes any payment to: (a) AngloGold and if the payment is in respect of any amount due to the relevant Purchaser in terms of this Agreement relating to the WW Package, AngloGold shall, as soon as reasonably possible thereafter, notify the relevant Purchaser thereof and transfer an amount equal to such payment into a bank account to be nominated by the relevant Purchaser in writing; or (b) the relevant Purchaser and if the payment is in respect of any amount due to AngloGold in terms of this Agreement relating to the WW Package, then the relevant Purchaser shall, as soon as reasonably possible thereafter, notify AngloGold thereof and transfer an amount equal to such payment into a bank account to be nominated by AngloGold in writing.
11.15.2.
Without derogating from the generality of clause 11.15.1, if AngloGold: (a) has paid to any municipality (or other Governmental Entity) any amount prior to the Closing Date which pertains to a period after the Closing Date, then the relevant Purchaser shall reimburse AngloGold an amount limited to the pro rata portion for the period after the Closing Date; or (b) has overpaid any amount to any municipality (or other Governmental Entity) prior to the Closing Date, then the relevant Purchaser shall reimburse AngloGold an amount limited to any such excess payment, in each case on written demand by AngloGold.
11.16.
Remaining Delivery
11.16.1.
If any of the Parties at any time after the Closing Date, becomes aware that any Sale Asset (WW) (including any books, documents and records in relation to the WW Mining Business), Sale Liability (WW) or Environmental Obligation (WW) has



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not been duly transferred to the WW Purchaser for whatsoever reason, such Party shall be entitled (but not obliged) to notify the other Parties in writing accordingly and, upon delivery of any such written notice, the Parties undertake to use their respective reasonable endeavours to procure the due and valid transfer of the relevant Sale Asset (WW) (as well as all books, documents and records in relation thereto in the manner contemplated in clause 11.1.4.1), Sale Liability (WW) and/or Environmental Obligation (WW), to the WW Purchaser, at no additional cost over and above what would have been payable by the WW Purchaser in terms of this Agreement had the relevant Sale Asset (WW), Sale Liability (WW) and/or Environmental Obligation (WW) duly transferred to the WW Purchaser on the Closing Date, as soon as reasonably practicable following the delivery of such written notice; provided that no such written notice may be delivered by any Party later than the date falling: (a) 365 (three hundred and sixty five) calendar days following the Closing Date in the case of Surface Right Permits (WW) and Servitudes (WW) held by AngloGold; and (b) 180 (one hundred and eighty) calendar days following the Closing Date in respect of all other Sale Assets (WW), Sale Liabilities (WW) or Environmental Obligations (WW) not contemplated in (a) above.
11.16.2.
If AngloGold at any time after the Closing Date becomes aware that any Sale Asset (WW), Sale Liability (WW), or Environmental Obligation (WW) has not been duly transferred to the WW Purchaser for whatsoever reason, AngloGold shall be required to notify the WW Purchaser promptly in writing accordingly within the aforementioned 365 (three hundred and sixty five) calendar day period, or 180 (one hundred and eighty) calendar day period, as the case may be, as referred to clause 11.16.1 above, to enable, amongst other things, the WW Purchaser to exercise its rights under this clause 11.16.
11.16.3.
Notwithstanding anything to the contrary contained in this Agreement, if the Parties are unable to procure the due and valid transfer of the relevant Sale Asset (WW), Sale Liability (WW) and/or Environmental Obligation (WW) (as applicable) to the WW Purchaser, the Parties undertake to meet and negotiate in good faith to determine a mechanism in terms of which the risk and benefit in respect of the relevant Sale Asset (WW), Sale Liability (WW) and/or Environmental Obligation (WW) vests in the WW Purchaser.
11.16.4.
Without limiting anything in clause 11.16.3, in the event that: (a) any Sale Asset (WW), Sale Liability (WW) and/or Environmental Obligation (WW) has not been duly transferred to the WW Purchaser for whatsoever reason on and with effect from the Closing Date, notwithstanding the provisions of this Agreement; and (b) AngloGold intends to Dispose of such Sale Asset (WW), Sale Liability (WW) and/



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or Environmental Obligation (WW) to any third party at any time during the 365 (three hundred and sixty five) calendar day period, or 180 (one hundred and eighty) calendar day period, as the case may be, as referred to in clause 11.16.2 above, AngloGold shall not be entitled to Dispose of the relevant Sale Asset (WW), Sale Liability (WW) and/or Environmental Obligation (WW) without obtaining the WW Purchaser’s prior written consent and in such circumstances AngloGold shall be required to notify the WW Purchaser promptly in writing of the intended Disposal.
11.16.5.
Notwithstanding anything to the contrary contained in this Agreement, if no written notice is delivered by the WW Purchaser or AngloGold, as contemplated in clause 11.16.2 above, during the aforementioned 365 (three hundred and sixty five) calendar day period or 180 (one hundred and eighty) calendar day period (as the case may be) as contemplated in clause 11.16.2, the provisions of clause 11.16.2 shall cease to apply and the WW Purchaser shall have no claims against AngloGold as a result of any Sale Asset (WW), Sale Liability (WW) and/or Environmental Obligation (WW) that has not been duly transferred to the WW Purchaser for whatsoever reason.
11.16.6.
Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer and/or use of any Environmental Approvals (WW) in respect of the WW Mining Business has not expressly been dealt with in this Agreement, AngloGold shall have no liability in respect of this Agreement as a result of the Purchaser requiring the transfer and/or use of such Environmental Approvals (WW) and such Environmental Approvals (WW) not being valid and subsisting in full force and effect or having been suspended, cancelled, revoked, varied or surrendered in favour of any third party.
12.
GOVERNMENTAL PERMITS
12.1.
As soon as reasonably possible (and no later than 20 (twenty) Business Days) following the Signature Date, the WW Purchaser shall provide AngloGold with a detailed list of all Permits (WW) it requires to operate the WW Mining Business and AngloGold will use all reasonable endeavours to assist the WW Purchaser with preparing such list and provide copies of such Permits (WW) to the WW Purchaser. The WW Purchaser and AngloGold shall work together in good faith and use reasonable endeavours to determine and agree in writing as soon as reasonably possible (and no later than 20 (twenty) Business Days) after the Signature Date whether each such Permit (WW) is legally capable of being transferred (whether by endorsement or otherwise) from AngloGold to the WW Purchaser and, therefore, constitutes as a: (a) "Transferable Permit (WW)" failing which it shall be deemed to constitute a (b) "Non-Transferable Permit (WW)".



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12.2.
Non-Transferable Permits (WW)
12.2.1.
The WW Purchaser (or any agent appointed by it) shall, as soon as reasonably possible after the Signature Date, prepare with the assistance and cooperation of AngloGold (or any agent appointed by AngloGold), all submissions, applications and documents which are required to be furnished to the relevant Governmental Entities, in order to obtain Substitutionary Permits (WW) with effect from or after the Closing Date for each of the Non-Transferable Permits (WW), in regard to which the WW Purchaser may procure the assistance of any technical consultants where required at the WW Purchaser's expense.
12.2.2.
The WW Purchaser shall at all times permit AngloGold to review and comment on any written submissions, applications and documents (including the applications for the Substitutionary Permits (WW)) to be made to the relevant Governmental Entities in connection with obtaining the Substitutionary Permits (WW). Any approaches to, liaison with, or documents filed with, the relevant Governmental Entities in connection with the Non-Transferable Permits (WW) and/or the related Substitutionary Permits (WW) shall, to the extent permitted by Law, take place or be submitted or filed, as the case may be, only after consultation between the Parties, in a coordinated fashion and, as far as reasonably practicable, on a joint basis, which shall include the submission of letters of partial and conditional surrenders of the Non-Transferable Permits (WW) by AngloGold, with effect from the Closing Date, to the relevant Government Entities; in order to facilitate the WW Purchaser obtaining the Substitutionary Permits (WW).
12.2.3.
All filing fees payable in connection with the submission of the applications for the Substitutionary Permits (WW) shall be borne by the WW Purchaser. Save for the aforegoing, each Party shall bear its own costs of and incidental to the preparation and submission of the applications, including the legal fees and costs of its advisors in the preparation of the applications and engagement with the relevant Governmental Entities.
12.2.4.
AngloGold undertakes to use its reasonable endeavours to provide all such documents and information (to the extent that it is in possession or control of same), sign all documents and to do everything that may be required from time to time to facilitate the compilation, lodgement, registration and implementation of the applications for the Substitutionary Permits (WW) to be obtained by the WW Purchaser in relation to the Non-Transferable Permits (WW), as soon as reasonably required after the Signature Date.
12.2.5.
AngloGold and the WW Purchaser shall use their reasonable endeavours to:



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12.2.5.1.
procure that all written submissions, applications and documents to be made to the relevant Governmental Entities in connection with any Substitutionary Permits (WW) are submitted to the relevant Governmental Entity as soon as possible after the Signature Date, but no later than 80 (eighty) Business Days after the Signature Date; and
12.2.5.2.
do everything reasonably required by the relevant Governmental Entities in order to enable the applications in respect of the Substitutionary Permits (WW) to be dealt with as soon as reasonably possible after the Signature Date, to the extent that it is within their power to do so.
12.2.6.
The WW Purchaser agrees to keep AngloGold informed of the progress in relation to the applications for the Substitutionary Permits (WW) in relation to the WW Mining Business and to provide updates as and when reasonably requested by AngloGold or its representatives.
12.2.7.
Upon any Substitutionary Permit (WW) being issued to the WW Purchaser in relation to any of the Non-Transferable Permits (WW), the WW Purchaser shall immediately inform AngloGold thereof in writing, at which point AngloGold may deal with the relevant Non-Transferable Permit (WW) as it pleases.



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12.3.
Transferable Permits (WW)
12.3.1.
The WW Purchaser (or any agent appointed by it) shall, as soon as reasonably possible after the Signature Date, prepare in consultation with AngloGold (or any agent appointed by it) all submissions, applications and documents (including any applications for any new Governmental Approvals) which are required to be furnished to the relevant Governmental Entities in order to transfer each Transferable Permit (WW) (and its associated rights) from AngloGold to the WW Purchaser (including, if applicable, by way of endorsement) with effect from the Closing Date (such rights being hereby agreed to be transferred to the WW Purchaser at no additional cost). In this regard, the Parties shall co-operate with each other and AngloGold shall timeously provide the WW Purchaser with all documents and information (to the extent that it is in possession or control of same), as the WW Purchaser may reasonably require. To the extent that any technical experts are reasonably required for purposes of transferring any of the Transferable Permits (WW) to the WW Purchaser, such technical experts shall be appointed by the WW Purchaser and any fees or costs charged by any such technical expert shall be paid by the WW Purchaser.
12.3.2.
The WW Purchaser shall at all times permit AngloGold to review and comment on any written submissions, applications and documents (including any applications for the cession, assignment and/or transfer of any rights held by AngloGold under any of the Transferable Permits (WW)) to be made to the relevant Governmental Entities in connection with transferring each Transferable Permit (WW) from AngloGold to the WW Purchaser with effect from the Closing Date. Each of the WW Purchaser and AngloGold agrees, and shall procure, that no submissions, applications and documents (including any applications for the cession, assignment and/or transfer of any rights held by AngloGold under any of the Transferable Permits (WW)) which are required to be furnished to any Governmental Entity in order to transfer each Transferable Permit (WW) from AngloGold to the WW Purchaser with effect from the Closing Date as contemplated in clause 12.3.1 will be submitted to any Governmental Entity without both the WW Purchaser and AngloGold first having approved of such filing, submission, application or document (as applicable), in writing, which approval shall not be unreasonably withheld or delayed.
12.3.3.
Any approaches to, liaison with, or documents filed with, the relevant Governmental Entities in connection with the Transferable Permits (WW) and the transfer thereof shall, to the extent permitted by Law, take place or be submitted or filed, as the case may be, only after consultation between the Parties, in a coordinated fashion and, as far as reasonably practicable, on a joint basis.



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12.3.4.
AngloGold and the WW Purchaser shall use their reasonable endeavours to procure that all written submissions, applications and documents (including any applications for the cession, assignment, endorsement and/or transfer of any rights held by AngloGold under any of the Transferable Permits (WW)) to be made to the relevant Governmental Entities in connection with transferring each Transferable Permit from AngloGold to the WW Purchaser with effect from the Closing Date as contemplated in clause 12.3.1 are submitted to the relevant Governmental Entity as soon as possible after the Signature Date, but no later than 80 (eighty) Business Days after the Signature Date.
12.3.5.
All filing fees payable in connection with the submission of the applications for transferring each Transferable Permit (WW) from AngloGold to the WW Purchaser with effect from the Closing Date as contemplated in clause 12.3.1 shall be borne by the WW Purchaser. Save for the aforegoing, each Party shall bear its own costs of and incidental to the preparation and submission of the applications, including the legal fees and costs of its advisors in the preparation of the applications and engagement with the relevant Governmental Entities.
12.3.6.
Each of AngloGold and the relevant Purchaser shall –
12.3.6.1.
provide all such documents and information (to the extent that it is in possession or control of same), sign all documents and do everything that may be required from time to time;
12.3.6.2.
use its reasonable endeavours and shall take all such steps and render all such assistance to each other as may be reasonably necessary from a process point of view; and
12.3.6.3.
do everything reasonably required by any relevant Governmental Entity from a process point of view,
in each case, to procure that (a) all necessary approvals and consents required for the transfer of each Transferable Permit (WW) from AngloGold to the WW Purchaser with effect from the Closing Date as contemplated in clause 12.3.1 are obtained from each relevant Governmental Entity and (b) all such transfers are duly implemented and (if applicable) registered (with effect from the Closing Date), in each case as soon as reasonably possible following the Signature Date.
12.4.
It is recorded and agreed that in the event that: (a) any application for, or granting of, any Substitutionary Permit (WW) has not been granted or obtained (as applicable) prior to the Closing Date; and/or (b) any transfer of any Transferable Permit (WW) to the WW Purchaser and/or transfer or endorsement of the Refining Licence (WW) (as applicable), has not been duly implemented and (if applicable), registered prior to the Closing Date; and/or (c) AngloGold



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and the WW Purchaser have been unable in terms of clause 12.1 to agree and determine whether any Permit (WW) is (and should be treated for purposes of this clause 12 as) a Non-Transferrable Permit (WW) or Transferrable Permit (WW)), then for the relevant period of time from the Closing Date until such time as the earlier of: (a) the WW Purchaser being granted the relevant Substitutionary Permit (WW) and/or new refining licence (as applicable); or (b) the transfer of the relevant Transferable Permit (WW) and/or the transfer or endorsement of the Refining Licence (WW) (as applicable) has been duly implemented and (if applicable) registered, provided that the aforesaid period shall not be longer than:
12.4.1.
in the event that the WW Purchaser has not obtained, prior to the Closing Date, a new water use licence/s to the extent required to operate the WW Mining Business, the 2nd (second) anniversary of the Closing Date; or
12.4.2.
in relation to the Refining Licence (WW), the 1st (first) anniversary of the Closing Date; or
12.4.3.
in every other case, the 1st (first) anniversary of the Closing Date,
the WW Purchaser shall (and AngloGold shall use reasonable endeavours to ensure that the WW Purchaser is entitled to) operate the WW Mining Business under the relevant Non-Transferable Permit (WW) or Transferable Permit (WW) (as applicable) held by AngloGold, provided that the aforegoing shall only apply to the extent that: (a) the WW Purchaser is lawfully entitled to operate the WW Mining Business under the relevant Permit (WW) held by AngloGold; and (b) the WW Purchaser's operations of the WW Mining Business under the relevant Permit (WW) held by AngloGold is consistent with the manner in which the WW Mining Business operated under the relevant Permit (WW) held by AngloGold as at the Closing Date and in accordance with Law. For the aforesaid relevant period of time, during which period of time the WW Purchaser is entitled to operate the WW Mining Business after the Closing Date under the applicable Permit (WW) held by AngloGold, AngloGold shall not be entitled to give effect to any statutory surrender of such Permit (WW) at any time or to allow such Permit (WW) to lapse, provided that (a) the WW Purchaser shall be primarily responsible for, as duly authorised by AngloGold, and AngloGold undertakes (at the cost of the WW Purchaser) to reasonably co-operate with the WW Purchaser (and AngloGold hereby duly authorises and directs the WW Purchaser, in the name of AngloGold) to take any actions reasonably necessary to maintain the validity, currency and good standing of such Permit (WW); and (b) AngloGold shall at the cost of the WW Purchaser) co-operate with the WW Purchaser in good faith and use its reasonable endeavours to facilitate the WW Purchaser to take such actions. After the aforesaid relevant period of time prescribed has lapsed, AngloGold reserves the right to give effect to any statutory surrender of such Permit (WW) at any time or to allow such Permit (WW) to lapse.
12.5.
To the extent (and for the period) that the WW Purchaser after the Closing Date operates the WW Mining Business under any Permit (WW) held by AngloGold (as contemplated in clause



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12.4), and provided the WW Purchaser is given a copy of such Permit (WW) (together with all related amendments, rulings and conditions) in accordance with clause 12.1, the WW Purchaser hereby undertakes that it shall, in all respects, adhere to and comply with the provisions of such Permit (WW) and any related Environmental Law, and if the WW Purchaser breaches such undertaking, and does not remedy such breach within: (a) any reasonable time period stipulated by AngloGold (or such later date as the Parties may agree in writing) in the case of a material breach; or (b) 30 (thirty) Business Days (or such later date as the Parties may agree in writing) in the case of a non-material breach, after AngloGold delivers written notice thereof, AngloGold shall be entitled to immediately withdraw the right granted to the WW Purchaser in terms of clause 12.4 in relation to the relevant Permit (WW) without further action or liability to AngloGold and the WW Purchaser hereby waives any and all other remedies, rights, claims and causes of action (including a claim for damages) which it may have against AngloGold in this regard.
12.6.
The WW Purchaser hereby indemnifies and holds AngloGold harmless against all and any losses incurred or suffered by AngloGold by reason of, or arising directly or indirectly out of, or in connection with any breach of the WW Purchaser’s undertaking in clause 12.5. Subject to the Warranties, it is recorded and agreed that the WW Purchaser shall have no claim against AngloGold on the basis that the Permits (WW) issued to AngloGold in relation to the WW Mining Business do not adequately cover the operations conducted by the WW Mining Business or the operations to be conducted by the WW Purchaser.
13.
EMPLOYEES (WW)
13.1.
It is hereby recorded and agreed that the Transferring Employees (WW) are dedicated to, primarily employed by or significantly connected to the WW Businesses. Accordingly, the Parties acknowledge that because the sale of the WW Mining Business (and the indirect sale of the WW Equity Businesses, through the sale of the Sales Equity (WW)) by AngloGold to the WW Purchaser constitutes the transfer of the whole or part of a business, trade or undertaking as a going concern, as defined in section 197(1) of the LRA, the provisions of section 197 of the LRA apply to the Transferring Employees (WW).
13.2.
Remaining Employees (WW)
13.2.1.
Notwithstanding clause 13.1, AngloGold shall, prior to the Closing Date, utilise its reasonable endeavours to conclude agreements, in terms of section 197(2) read with section 197(6) of the LRA (the "Section 197(6) Agreements"), with the Remaining Employees (WW) and in terms of which (inter alia) –
13.2.1.1.
the WW Purchaser will not be substituted in the place of AngloGold in respect of the Remaining Employees' (WW) contracts of employment and the Remaining Employees' (WW) employment will



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not transfer to the WW Purchaser on the Closing Date in accordance with the provisions of section 197 of the LRA; and
13.2.1.2.
the Remaining Employees (WW) will remain employed by AngloGold after the Closing Date.
13.2.2.
If AngloGold is unable to conclude a Section 197(6) Agreement with any of the Remaining Employees (WW) prior to the Closing Date, then the WW Purchaser shall automatically be substituted as the employer of those Remaining Employees (WW) on the Closing Date and the provisions of clause 13.3 below shall then apply thereto.
13.3.
Transferring Employees (WW)
13.3.1.
It is recorded and agreed that those Remaining Employees (WW) that concluded Section 197(6) Agreements will remain employees of AngloGold after the Closing Date (as contemplated in clause 13.2). Those Remaining Employees (WW) who do not conclude Section 197(6) Agreements prior to the Closing Date will then transfer with the Transferring Employees (WW) on the basis contemplated in this clause 13.3 and shall, for the purposes of this Agreement, be dealt with as "Transferring Employees (WW)").
13.3.2.
The WW Purchaser and AngloGold therefore acknowledge and agree that with effect from the Closing Date –
13.3.2.1.
the WW Purchaser shall be automatically substituted in the place of AngloGold in respect of the Transferring Employees (WW) contracts of employment in existence immediately prior to the Closing Date;
13.3.2.2.
all the rights and obligations between AngloGold and the Transferring Employees (WW) as at the Closing Date shall continue in force as if they had been rights and obligations between the WW Purchaser and the Transferring Employees (WW);
13.3.2.3.
anything done before the transfer by AngloGold in relation to a Transferring Employee (WW), including the dismissal of any Transferring Employee (WW) or the commission of any unfair labour practice or act of unfair discrimination in respect of a Transferring Employee (WW), will be considered to have been done by or in relation to the WW Purchaser.
13.3.2.4.
the transfer does not interrupt the Transferring Employees (WW) continuity of employment and the Transferring Employees (WW)



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contracts of employment continue with the WW Purchaser as if with AngloGold;
13.3.2.5.
the WW Purchaser shall employ the Transferring Employees (WW) on terms and conditions of employment that are on the whole not less favourable to the Transferring Employees (WW) than those on which they were employed by AngloGold. If any Transferring Employee’s (WW) terms and conditions of employment are governed by a collective agreement, then the WW Purchaser shall comply with the terms of that collective agreement; and
13.3.2.6.
no agreement as contemplated in section 197(6) of the LRA has been concluded in respect of the Transferring Employees (WW).
13.3.3.
The WW Purchaser shall honour the terms of and be bound by all collective agreements to which AngloGold is, immediately before the Closing Date and in respect of the Transferring Employees (WW), bound in terms of section 23 of the LRA and/or in terms of section 32 of the LRA, unless a commissioner acting in terms of section 62 of the LRA decides otherwise.
13.3.4.
On or before the Closing Date, AngloGold shall prepare a schedule reflecting the number of years of service of the Transferring Employees (WW) as at the Closing Date, annual leave pay accrued to the Transferring Employees (WW) at the Closing Date, the estimated value of the Post-Retirement Medical Aid Promise (WW) of the Transferring Employees (WW) at the Closing Date, the hypothetical severance pay amounts that would have been payable to the Transferring Employees (WW) had they been retrenched by AngloGold on the Closing Date and any other amounts accrued to the Transferring Employees (WW) as at the Closing Date which have not been paid to the Transferring Employees (WW) by AngloGold on the Closing Date.
13.3.5.
The Parties agree that, pursuant to section 197(7)(b)(i) of the LRA, the WW Purchaser shall be solely liable to the Transferring Employees (WW) for the payment of all and any amounts referred to in clause 13.3.4 (other than any Excluded Liabilities) with effect from the Closing Date and shall pay those amounts as and when they fall due for payment to the Transferring Employees (WW). For the sake of clarity, AngloGold has no obligation to pay any amount contemplated in clause 13.3.4 to the Transferring Employees (WW) or the WW Purchaser in respect of any of the Transferring Employees (WW) other than in respect of any Excluded Liabilities.



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13.3.6.
AngloGold undertakes to discharge its obligations to the Transferring Employees (WW) up to the Closing Date. Without limiting the generality of the aforegoing, AngloGold shall, after the Closing Date, remain responsible for ensuring that all share or security related options and plans, share appreciation rights, performance share rights, retention bonus arrangements, or similar arrangements or benefits to which any employee of AngloGold is a party or which is otherwise held by or owing to any such employees at any time on or prior to the Closing Date are dealt with in accordance with the rules and terms applicable to such options, plans, rights and arrangements (as applicable), and the WW Purchaser shall have no obligations or liability for or in connection with the aforegoing.
13.3.7.
The Parties record that the Transferring Employees (WW) are in service and contributing members of either the MineWorkers Provident Fund, the Sentinel Retirement Fund or the Old Mutual Superfund Pension Fund.
13.3.8.
Subject to the rules of the Sentinel Retirement Fund and the MineWorkers Provident Fund, those Transferring Employees (WW) who are members of these funds shall remain members thereof on and after the Closing Date and the WW Purchaser shall pay the required contributions to these funds on behalf of those Transferring Employees (WW).
13.3.9.
Subject to the rules of the Old Mutual Superfund Pension Fund, AngloGold shall use its reasonable endeavours to procure that the Transferring Employees (WW) who are members of the Old Mutual Superfund Pension Fund as at the Closing Date become members of a retirement fund registered in terms of the PFA nominated by the WW Purchaser with effect from the Closing Date, and as soon as practically possible after the Closing Date. AngloGold undertakes to use its reasonable endeavours to procure that the Old Mutual Superfund Pension Fund permits the Transferring Employees (WW) to remain members of it pending the commencement of their membership in the fund nominated by the WW Purchaser.
13.3.10.
AngloGold undertakes to cooperate with the WW Purchaser and to do all such things and to sign and provide all such documents as may reasonably be required by the WW Purchaser to: (a) ensure the continuous membership of the Transferring Employees (WW) who are members of the Sentinel Retirement Fund and the Mineworkers Provident Fund; and (b) to use its reasonable endeavours to procure, if applicable, the transfer after the Closing Date of all the Transferring Employees (WW) who are members of the Old Mutual Superfund Pension Fund to the retirement fund nominated by the WW Purchaser and to ensure their continuous membership of the Old Mutual Superfund Pension Fund until such time as the Transferring Employees (WW) are transferred to the retirement fund nominated by the WW Purchaser, as the case may be.



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13.3.11.
The Parties record that certain of the Transferring Employees (WW) are members of the Discovery Health Medical Scheme. Subject to the rules of the Discovery Health Medical Scheme, such Transferring Employees (WW) will remain members thereof on and after the Closing Date and the WW Purchaser shall pay the required contributions to the Discovery Health Medical Scheme on behalf of the Transferring Employees (WW), if any.
13.3.12.
AngloGold and the WW Purchaser shall, during the Interim Period, inform and consult with the Transferring Employees (WW) and/or their representative bodies (if any), as may be required in terms of the LRA.
13.3.13.
The WW Purchaser indemnifies AngloGold and holds AngloGold harmless against any and all Claims, losses, damages, proceedings, liabilities and expenses (including, but not limited to reasonable legal costs), charges, compensation, awards, fines, actions and demands which AngloGold may suffer or incur arising out of or in connection with:
13.3.13.1.
any claim by any Transferring Employee (WW) (whether in contract or in delict or under statute for any remedy including, without limitation, for breach of contract, unfair dismissal, equal pay, unfair discrimination, deduction of wages, or of any other nature) as a result of the liability contemplated in clause 13.3.4;
13.3.13.2.
anything done or omitted to be done by the WW Purchaser in relation to the Transferring Employees (WW) employment on and as from the Closing Date; or
13.3.13.3.
a breach of any employment legislation after the Closing Date.
14.
ELECTRICITY SUPPLY
14.1.
The WW Purchaser shall, as soon as reasonably possible after the Signature Date, use its reasonable endeavours to negotiate and enter into an electricity supply agreement with Eskom for the supply of electricity. AngloGold shall use reasonable endeavours in supporting the WW Purchaser to conclude such electricity supply agreement with Eskom.
14.2.
It is recorded and agreed that, in the event that the WW Purchaser has not entered into an electricity supply agreement with Eskom by the Closing Date, then, subject to the prior written consent of Eskom being obtained, for a period of 3 (three) months from the Closing Date or until such time as the WW Purchaser has entered into an electricity supply agreement with Eskom, whichever is the earlier, AngloGold shall supply the WW Purchaser, at cost, with such quantity of electricity as the WW Purchaser may reasonably require, provided that AngloGold shall not be required to provide the WW Purchaser with any quantity in excess of that which it



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receives in respect of the WW Businesses in the ordinary and regular course prior to the Closing Date, from the electricity AngloGold receives in terms of the Eskom Agreements. AngloGold hereby undertakes to use reasonable endeavours to obtain and/or procure the consent of Eskom in this regard as soon as reasonably possible after the Signature Date, provided that any terms and conditions imposed by Eskom shall be for the WW Purchaser's account and cost, including the cost of electricity. For the avoidance of doubt, to the extent that Eskom's consent is subject to the provision of an additional guarantee or the like, the WW Purchaser shall be required to provide same.
14.3.
AngloGold shall supply the WW Purchaser with electricity on the same terms and conditions contained in the Eskom Agreements (the provisions of which apply to the supply of electricity by AngloGold to the WW Purchaser mutatis mutandis) as well as on any additional terms and conditions imposed by Eskom. The WW Purchaser hereby warrants, represents and undertakes that it is aware of the provisions of the Eskom Agreements and that it will, at all times in all respects: (a) adhere to and comply with the provisions of such Eskom Agreements; and (b) if AngloGold has breached a provision of the Eskom Agreements as a result of any action or omission of the WW Purchaser, that it will rectify and cure such breach within: (i) a reasonable time period stipulated by AngloGold, or such later date as the Parties may agree in writing, in the case of a material breach; or (ii) 20 (twenty) Business Days of its occurrence, or such later date as the Parties may agree in writing, in the case of a non-material breach, failing which AngloGold will be entitled to immediately withdraw the right granted to the WW Purchaser in terms of clause 14.2 above without further action or liability to AngloGold and the WW Purchaser hereby waives any and all other remedies, rights, claims and causes of action (including a claim for damages) which it may have against AngloGold in this regard.
14.4.
Upon receipt by AngloGold of an invoice from Eskom pursuant to the Eskom Agreements in relation to the WW Businesses, AngloGold shall provide a valid tax invoice to the WW Purchaser for all costs incurred by AngloGold in relation to the supply of electricity to the WW Purchaser in relation to the WW Businesses, including without limitation, the WW Purchaser's pro rata portion of the cost of electricity plus VAT at the applicable rate. The WW Purchaser undertakes to settle such invoice within 7 (seven) Business Days upon receipt from AngloGold of such invoice. For the avoidance of doubt, it is recorded and agreed that AngloGold supplies the WW Purchaser with electricity under the Eskom Agreements at cost and AngloGold and/or its Affiliate charge no additional margin for this service.
14.5.
The WW Purchaser hereby indemnifies and holds AngloGold harmless against all and any losses incurred or suffered by AngloGold by reason of, or arising directly or indirectly out of, or in connection with the supply by AngloGold of electricity to the WW Purchaser from the electricity AngloGold receives in terms of the Eskom Agreement in relation to the WW Businesses.
15.
WATER SUPPLY



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15.1.
The WW Purchaser shall, as soon as reasonably possible after the Signature Date, use its reasonable endeavours to negotiate and enter into a water supply agreement for the supply of water to the WW Businesses and for such water supply agreement to take effect on or as soon as reasonably possible after the Closing Date.
15.2.
It is recorded and agreed that, in the event that the WW Purchaser has not entered into a water supply agreement by the Closing Date, then, subject to the prior written consent of the Water Supplier (WW) being obtained, for a period of 3 (three) months from the Closing Date or until such time as the WW Purchaser has entered into a water supply agreement with the Water Supplier (WW) or any other water supplier, whichever is the earlier, AngloGold shall supply the WW Purchaser, at cost, with such quantity of water as the WW Purchaser may reasonably require, provided that AngloGold shall not be required to provide the WW Purchaser with any quantity in excess of that which it receives in respect of the WW Businesses in the ordinary and regulator prior to the Closing Date, from the water AngloGold receives in terms of its existing water supply agreements. AngloGold hereby undertakes to use all reasonable endeavours to obtain the consent of the Water Supplier (WW) in this regard as soon as reasonably possible after the Signature Date, provided that any terms and conditions imposed by the Water Supplier (WW) shall be for the WW Purchaser's account and cost, including the costs of water. For the avoidance of doubt, to the extent that the Water Supplier's (WW) consent is subject to the provision of an additional guarantee or the like, the WW Purchaser shall be required to provide same.
15.3.
AngloGold shall supply the WW Purchaser with water on the same terms and conditions contained in its water supply agreement with the Water Supplier (WW) (the provisions of which apply to the supply of water by AngloGold to the WW Purchaser mutatis mutandis) as well as on any additional terms and conditions imposed by the Water Supplier (WW). The WW Purchaser hereby warrants, represents and undertakes that it is aware of the provisions of the relevant existing water supply agreements between AngloGold and the Water Supplier (WW) and that it will, at all times in all respects: (a) adhere to and comply with the provisions of such agreements; and (b) if AngloGold has breached a provision of such agreements as a result of any action or omission of the WW Purchaser, that it will rectify and cure such breach within: (i) a reasonable time period stipulated by AngloGold, or such later date as the Parties may agree in writing, in the case of a material breach; or (ii) 20 (twenty) Business Days of its occurrence, or such later date as the Parties may agree in writing, in the case of a non-material breach, failing which AngloGold will be entitled to immediately withdraw the right granted to the WW Purchaser in terms of clause 15.2 above without further action or liability to AngloGold and the WW Purchaser hereby waives any and all other remedies, rights, claims and causes of action (including a claim for damages) which it may have against AngloGold in this regard.
15.4.
Upon receipt by AngloGold of an invoice from the Water Supplier (WW), AngloGold shall provide a valid tax invoice to the WW Purchaser for all costs incurred by AngloGold in relation to the



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supply of water to the WW Purchaser in relation to the WW Businesses, including without limitation, the WW Purchaser's pro rata portion of the cost of water plus VAT at the applicable rate. The WW Purchaser undertakes to settle such invoice within 7 (seven) Business Days upon receipt from AngloGold of such invoice. For the avoidance of doubt, it is recorded and agreed that AngloGold supplies the WW Purchaser with water under the existing water supply agreements with the Water Supplier (WW) cost and AngloGold charge no additional margin for this service.
15.5.
The WW Purchaser hereby indemnifies and holds AngloGold, harmless against all and any losses incurred or suffered by AngloGold by reason of, or arising directly or indirectly out of, or in connection with the supply by AngloGold of water to the WW Purchaser from the water AngloGold receives in terms of its existing water supply agreements with the Water Supplier (WW) in relation to the WW Businesses.
Part B3: WW PURCHASE CONSIDERATION
16.
CONSIDERATION AND PAYMENT
16.1.
Purchase Price (WW)
16.1.1.
The aggregate purchase price (the "Purchase Price (WW)") payable by Harmony and the WW Purchaser for the WW Package is: (a) an amount equal to the ZAR equivalent of US$180 000 000 (one hundred and eighty million Dollars) (calculated in terms of the Spot Rate as at the date falling 2 (two) Business Days immediately prior to the Closing Date) (the "Cash Portion (WW)"); plus (b) an amount equal to the face value of the Sale Liabilities (WW) (or as such Sale Liabilities (WW) are otherwise accounted for in accordance with IFRS) (the "Sale Liability Portion (WW)"); plus (c) an amount equal to the deferred consideration (if any), which deferred consideration will be calculated, and discharged by the WW Purchaser, in accordance with the provisions of the WW Business Deferred Consideration Agreements (the "WW Business Deferred Consideration").
16.1.2.
The aggregate of the Cash Portion (WW) and the Sale Liability Portion (WW), will be apportioned as follows:
16.1.2.1.
to the Covalent Sale Claims, the face value thereof as at the Closing Date;
16.1.2.2.
to the Covalent Sale Shares, an amount equal to the ZAR equivalent of US$1 (one Dollar) (calculated in terms of the Spot Rate as at the date falling 2 (two) Business Days immediately prior to the Closing Date);



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16.1.2.3.
to the AngloGold Security Services Sale Shares, an amount equal to the ZAR equivalent of US$1 (one Dollar) (calculated in terms of the Spot Rate as at the date falling 2 (two) Business Days immediately prior to the Closing Date);
16.1.2.4.
to the Masakhisane Sale Shares, an amount equal to the ZAR equivalent of US$1 (one Dollar) (calculated in terms of the Spot Rate as at the date falling 2 (two) Business Days immediately prior to the Closing Date); and
16.1.2.5.
to the Sale Assets (WW), the aggregate of the Cash Portion (WW) and the Sale Liability Portion (WW) of the Purchase Price (WW) less the aggregate of the amounts contemplated in clauses 16.1.2.1 to 16.1.2.4 (inclusive) (the "Remaining Purchase Price"),
provided that if the face value of the Covalent Sale Claims is equal to or exceeds the aggregate of the Cash Portion (WW) and the Sale Liability Portion (WW), then an amount equal to US$1 (one Dollar) of the aggregate of the Cash Portion (WW) and the Sale Liability Portion (WW) shall be attributable to each of the Covalent Sale Shares, the AngloGold Security Services Sale Shares, the Masakhisane Sale Shares and the Sale Assets (WW) and the remaining balance of the aggregate of the Cash Portion (WW) and the Sale Liability Portion (WW) shall be allocated to the Covalent Sale Claims.
16.1.3.
The WW Business Deferred Consideration will only be apportioned to the relevant Sale Assets (WW) and in the same proportions as the Net Purchase Price (WW) has been apportioned to those relevant Sale Assets (WW) in Annexure AA.
16.1.4.
No amount will be allocated to the unknown and non-quantifiable Sale Liabilities (WW) or for other rights acquired, or obligations assumed, by the WW Purchaser under this Agreement.
16.2.
Discharge of the Purchase Price (WW)
The Purchase Price (WW) shall be discharged as follows by Harmony and the WW Purchaser (as applicable):
16.2.1.
in respect of the Sale Liability Portion (WW), the WW Purchaser shall assume the Sale Liabilities (WW) in accordance with the provisions of clause 11.1.5. It is specifically recorded that in consideration for assuming the Sale Liabilities (WW) by the WW Purchaser, AngloGold transfers an equal amount of Sale Assets (WW) to the WW Purchaser;



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16.2.2.
in respect of the Cash Portion (WW), Harmony and the WW Purchaser shall pay an amount equal to the Cash Portion (WW) in ZAR on the Closing Date, by electronic funds transfer of same day immediately available funds, free of any deductions or set-off whatsoever, into a ZAR denominated bank account in South Africa nominated in writing by AngloGold no later than 5 (five) Business Days prior to the Closing Date; and
16.2.3.
in respect of the balance of the Purchase Price (WW), being the WW Business Deferred Business Consideration, same shall be paid in accordance with the WW Business Deferred Consideration Agreements.
16.3.
DMRE Effective Valuation
16.3.1.
The WW Purchaser and AngloGold acknowledge that, given the nature of the WW Mining Business, the Director General: Mineral Resources and Energy (the "Director General") will be required, pursuant to the provisions of section 37 of the Income Tax Act, to determine the values as at the Closing Date (such valuation, the "DG Valuation (WW)") for the mining property and capital assets (as defined in section 37 of the Income Tax Act) forming part of the WW Mining Business (the "s37 Valuation Property (WW)") and that this process will take place after the Closing Date.
16.3.2.
The Parties agree and acknowledge that the valuation of the s37 Valuation Property (WW) and related allocation, in each case as reflected in Annexure AA, is as at the Closing Date. The Parties agree and acknowledge that the aforesaid values and allocations, as they relate to the s37 Valuation Property (WW), are for purposes of assisting the Parties to calculate any amount of Tax in the event that the DG Valuation (WW) is not finalised by the time that the Parties need to pay any amount of Tax following the Closing Date. The Parties acknowledge that these values will be updated to accord with the decision of the Independent Valuer.
16.3.3.
In order to assist with obtaining the DG Valuation (WW), the WW Purchaser and AngloGold hereby agree to appoint, as soon as possible after the Signature Date, George Lennox, or, if George Lennox is not willing or is unable to accept the mandate, another suitably qualified independent valuer (agreed between the WW Purchaser and AngloGold or failing such agreement, within 10 (ten) Business Days after the WW Purchaser or AngloGold requests such agreement on written notice to the other of them, selected and appointed by the auditor of AngloGold on written request by the WW Purchaser and AngloGold, as an independent valuer in respect of the valuation of mining property and associated capital assets (the "Independent Valuer") to undertake a valuation of the s37 Valuation Property(WW) (the "s37 Supporting Valuation (WW)") as at the Closing Date for



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purposes of allocation of the Net Purchase Price (WW). The Independent Valuer shall determine the s37 Supporting Valuation (WW) and such allocation in the Independent Valuer’s discretion duly exercised and his determination shall be final and binding on the Parties. The WW Purchaser and AngloGold undertake to use their reasonable endeavours to assist the Independent Valuer in this regard.
16.3.4.
Once the s37 Supporting Valuation (WW) and allocation is complete, and following the Closing Date, the WW Purchaser and AngloGold shall apply to the Director General for the DG Valuation (WW) and will provide the s37 Supporting Valuation (WW) to the Director General. The WW Purchaser and AngloGold undertake to use their reasonable endeavours to assist the Director General in this regard and shall make appropriate submissions to the effect that the effective value of the s37 Valuation Property is as determined by the Independent Valuer in terms of clause 16.3.3.
16.3.5.
The DG Valuation (WW) will be final and binding on the WW Purchaser and AngloGold for the purposes of section 37 of the Income Tax Act. If the DG Valuation (WW) results in allocations which differ from those allocated in Annexure AA, the relevant amounts and percentages allocated in Annexure AA will be adjusted automatically to accord with those in the DG Valuation (WW), and Annexure AA updated accordingly.
16.3.6.
To the extent that applicable Law requires that: notice of the s37 Supporting Valuation (WW) and the DG Valuation (WW) must be provided to SARS; approval must be obtained from SARS or SARS must be consulted in relation to anything set out in this clause 16.3, then AngloGold and the WW Purchaser shall comply with such requirement.
16.4.
Securities Transfer Tax
The WW Purchaser shall be liable for any securities transfer tax which arises as a consequence of the transactions contemplated in clause 8.1.1 of this Agreement.
17.
VALUE ADDED TAX
17.1.
AngloGold and the WW Purchaser agree that the WW Mining Business is disposed of as a going concern and, for the purposes of section 11(1)(e) of the VAT Act, agree that:
17.1.1.
the WW Mining Business constitutes, as at the Signature Date, and will constitute as at the Closing Date, an income-earning activity and will be transferred as such;
17.1.2.
the transfer of the WW Mining Business constitutes the sale of an enterprise which is capable of separate operation;



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17.1.3.
the assets which are necessary for carrying on such WW Mining Business have been disposed of by AngloGold to the WW Purchaser in terms of this Agreement; and
17.1.4.
the Purchase Price (WW) payable in respect of the WW Mining Business (including the WW Business Deferred Consideration), as contemplated in clause 16.1.2.5, is inclusive of VAT at the rate of 0% (zero per cent).
17.2.
AngloGold and the WW Purchaser each warrant that they will, at the Closing Date, be registered vendors under the VAT Act.
17.3.
If, notwithstanding the aforegoing or for any other reason, VAT is payable in respect of the WW Business or any of the assets sold in terms hereof at a rate exceeding 0%, then the Purchase Price (WW) (including the WW Business Deferred Consideration) in respect of the WW Mining Business (or any of the assets sold in terms hereof) shall be deemed to be exclusive of VAT and the WW Purchaser shall, within 10 (ten) Business Days after receiving a written demand from AngloGold for payment, pay such VAT to AngloGold.
17.4.
AngloGold and the WW Purchaser undertake to furnish all such information as the Commissioner for SARS may require in terms of section 9(15) of the Transfer Duty Act No. 40 of 1949 in order to ensure that the disposal of the Sale Assets (WW) in respect of the WW Mining Business is exempt from transfer duty.
18.
MINERAL ROYALTY
18.1.
AngloGold and the WW Purchaser agree that the WW Mining Business is disposed of as a going concern for the purposes of section 9(1) of the Mineral and Petroleum Resources Royalty Act.
18.2.
AngloGold and the WW Purchaser agree that they are each "extractors" and are registered for royalties’ tax in accordance with the Mineral and Petroleum Resources Royalty Act.
Part B4: WW WARRANTIES, UNDERTAKINGS, INDEMNITIES AND LIMITATION OF LIABILITY
19.
INTERIM PERIOD
19.1.
AngloGold shall procure during the Interim Period: (a) that it shall, and shall procure that the WW Companies shall, carry on the WW Businesses in the ordinary and regular course of business in a manner consistent with past practice; and (b) that it shall not, in relation to the WW Companies and/or the WW Businesses, enter into any contract or commitment, whether or not conditional, or do anything (including as set out in this clause 19.1) which, in any such case, is out of the ordinary course of business. In particular, but without limitation to the generality of the aforegoing, and subject to clause 19.2, AngloGold undertakes that during the Interim



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Period it shall, and shall procure that the WW Companies shall, save as otherwise provided in this Agreement or as required to comply with applicable Laws:
19.1.1.
continue to maintain the WW Businesses as a going concern, without materially altering the nature or scope of any such businesses;
19.1.2.
preserve ownership of those Sale Assets (WW) which it owns as at the Signature Date (other than Sale Assets (WW) Disposed of in the ordinary and regular course) and continue to maintain development and capital expenditure levels in the ordinary and regular course so as to maintain a level of development mineable ore reserves consistent with past practice, at all times in compliance with all material applicable Laws;
19.1.3.
procure that existing insurance policies in relation to the WW Businesses shall be maintained (without material adverse or prejudicial modification) in force at all times, and not do or allow to be done anything which would render such insurance void or voidable;
19.1.4.
preserve ownership of the Sale Assets (WW) that it owns as at the Signature Date and use reasonable endeavours to: (a) maintain the Sale Assets (WW) in accordance with reasonable standards, in working condition for their purpose (fair wear and tear excepted) as required in the ordinary and regular course of business; and (b) remedy any structural or other material deficiencies or failings in any of the Tailings Storage Facilities (WW) to the extent that such Tailings Storage Facilities (WW) are in breach of any applicable Law and the COP;
19.1.5.
continue to manage the WW Businesses in accordance with its business and trading policies and practices up to the Signature Date, except as may be necessary to comply with any changes in Law;
19.1.6.
pay all creditors and Taxes of the WW Businesses in the ordinary course of business;
19.1.7.
maintain and/or use its reasonable efforts to apply for, obtain, amend or renew (as applicable) any and all material Governmental Approvals which the WW Businesses are obliged to have in place from time to time (including without limitation, the WW Mining Rights, WW Mining Rights 11 MR, Permits (WW), Surface Right Permits (WW) and all Environmental Approvals (WW)) and act promptly to rectify any non-compliance with any applicable Laws;
19.1.8.
not create, or agree or permit to be created, any Encumbrance over the whole or any part of the WW Businesses or any of the Sale Assets (WW);



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19.1.9.
not alter any of the constitutional documents of any of the WW Companies in a manner prejudicial to the Purchaser’s Group;
19.1.10.
incur or assume, or agree to incur or assume, any new or increased material Sale Liabilities (WW), other than in the ordinary and regular course of business;
19.1.11.
not alter any of the rights attaching to the Sale Equity (WW);
19.1.12.
not alter the number of any of the authorised or issued shares of any of the WW Companies, or create any obligation (contingent or otherwise) to do so;
19.1.13.
not, in respect of the WW Companies, acquire or enter into any agreement to acquire (whether by one transaction or a series of transactions) the whole or a substantial or material part of the business, undertaking or assets of any other persons if and to the extent that such business, undertaking or asset would be material to the WW Companies;
19.1.14.
not Dispose of (or remove from the WW Mining Areas or any Immoveable Properties (WW), as applicable) or enter into any agreement to Dispose of (or remove from the WW Mining Areas or any Immoveable Properties (WW), as applicable) (whether by one transaction or by a series of transactions) any Sale Assets (WW) (other than, in relation to such Disposals, in the ordinary and regular course) or the whole or any substantial or material part of any of the WW Businesses;
19.1.15.
not incur or agree to incur any capital or operational expenditure other than in the normal and ordinary course of business of the WW Businesses in a manner consistent with past practice;
19.1.16.
not waive any material rights under any of the Contracts (WW);
19.1.17.
not enter into or commit to entering into any material transaction, agreement or arrangement in connection with the WW Businesses other than on arms' length terms and for full and proper consideration;
19.1.18.
(i) procure that each of the Transferring Employees (WW) transfers to the WW Purchaser as at the Closing Date (other than in circumstances where such Transferring Employee (WW) resigns, or are dismissed with cause, during the Interim Period); and (ii) not terminate the employment of any Transferring Employees (WW) without cause, or otherwise change the terms of employment, remuneration or benefits of any of the Transferring Employees (WW);
19.1.19.
not enter into or agree to enter into any new death, retirement, profit-sharing, bonus, share option, share incentive or other scheme for the benefit of any of the



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Transferring Employees (WW) or make any amendment (including, but without limitation, any increase in the rates of contribution) to any such existing scheme;
19.1.20.
not clean any of the mills or replace any of the liners used in or relating to any Sale Assets (WW) or any of the WW Businesses, other than in accordance with existing schedules in the ordinary and regular course of business;
19.1.21.
commence, compromise, discontinue, settle or agree to settle any Claim (other than routine debt collection) in connection with any Sale Assets (WW) or any of the Businesses;
19.1.22.
incur any new, additional or increased debt, borrowing, lending or other financing facilities or commitments (or similar arrangements) in whatsoever form, relating to any of the WW Companies, other than in accordance with the ordinary and regular course of business;
19.1.23.
not make any changes to the accounting policies and procedures of the WW Companies, unless required to do so under any applicable Laws or applicable accounting rules; and
19.1.24.
not declare, authorise, make or pay any dividend or other distribution (as such term is defined in the Companies Act) by any of the WW Companies, or reduce, purchase or redeem any share capital of any of the WW Companies.
19.2.
Clause 19.1 shall not apply in respect of and shall not operate so as to restrict or prevent:
19.2.1.
any act which relates to "Project Omega" as referred to in page 20 and 21 of the management presentation provided to Harmony by AngloGold on or about 10 July 2019 and 25 October 2019;
19.2.2.
any act or omission or other matter as may be required to give effect to any provision of this Agreement or otherwise provided for in this Agreement;
19.2.3.
any action taken to comply with any order or obligation of any Governmental Entity;
19.2.4.
any act or matter listed in and/or ancillary to the matters listed in the business plan included in the Data Room under folders 1.2.1.1 and 1.2.1.2;
19.2.5.
any action taken to comply with AngloGold’s health, environmental or safety related legal obligations; or
19.2.6.
any other matter that is outside of the ordinary and regular course of business in respect of which the relevant Purchaser has given its prior written consent (such consent not to be unreasonably withheld or delayed), provided that prior to seeking



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any written consent from the relevant Purchaser, AngloGold shall obtain advice from South African legal counsel that the relevant action will not result in any Party acting in a manner which is contrary to Chapter 3 of the Competition Act,
and as such, for the avoidance of doubt, any act or omission referred to in this clause 19.2 shall not constitute a breach of clause 19.1.
19.3.
Nothing in this clause 19 will compel or be construed as compelling AngloGold to do anything, or refrain from doing anything, which AngloGold may be advised by its legal advisors constitutes any act or omission in contravention of any anti-trust or competition legislation and, to the extent that AngloGold’s legal advisors do so advise, such provision in this clause 19 will be deemed to be pro non scripto.
19.4.
During the Interim Period, and without limiting the generality of clause 19.1, AngloGold shall:
19.4.1.
provide Harmony promptly with monthly management accounts in respect of each of the WW Businesses, provided that, to the extent that any of these documents and information referred to in this clause 19.4 contains any competitively sensitive and/or legally privileged information, such information will be redacted prior to such documents and information being provided to Harmony and its authorised representatives; and
19.4.2.
prepare (or cause to be prepared) and deliver to the WW Purchaser as soon as possible following the Signature Date and no later than the Closing Date: (a) the unaudited financial statements of AngloGold Security Services as at and in respect of the financial year ended 31 Decemebr 2019; (b) the unaudited financial statements of Masakhisane as at and in respect of the financial year ended 31 December 2019; and (c) the unaudited financial statements of Covalent as at and in respect of the financial year ended 31 Decemebr 2019.
19.5.
Contracts (WW)
19.5.1.
Within a period of, and not later than, 5 (five) Business Days after the Signature Date, AngloGold (to the extent not already provided) shall provide to the WW Purchaser, in addition to the contracts listed in Annexure I, a detailed list and copies of all contracts concluded by AngloGold on or before the Signature Date which, in AngloGold's opinion (acting reasonably), are material to the WW Businesses (and any other contracts relating to the WW Businesses which AngloGold would prefer the WW Purchaser to take assignment of) (the "Proposed Contracts (WW)"), including without limitation all utility contracts and all material lease agreements which relate to any immovable property owned or used in connection with the WW Businesses (in each case, to the extent permitted under the Competition Act). The WW Purchaser agrees that it shall be obliged to take



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assignment of all Contracts (WW) listed in Annexure I and all Lease Agreements (WW) listed in Annexure K and that the provisions of clause 11.1.1 shall apply thereto and that the remaining provisions of this clause 19.5 shall not apply thereto. The WW Purchaser and AngloGold shall work together in good faith and use reasonable endeavours to:
19.5.1.1.
determine and agree in writing, in respect of each Proposed Contract (WW) to be provided to the WW Purchaser in terms of clause 19.5.1, within a period of 40 (forty) Business Days following the later of: (a) the Signature Date; and (b) the date on which a copy of such contract is provided to the WW Purchaser in terms of clause 19.5.1, whether such Proposed Contract (WW) (and the rights and obligations contained therein) will: (i) be retained by AngloGold; or (ii) be ceded, assigned and transferred to the WW Purchaser with effect from the Closing Date; provided that (save for the Contracts (WW) listed in Annexure I) none of the Purchasers shall be required to accept any cession, assignment, delegation or transfer of any contract (or any rights or obligations relating thereto) unless it has expressly agreed in writing to such cession, assignment, delegation or transfer (as applicable); and
19.5.1.2.
implement the actions determined by: (a) the WW Purchaser and AngloGold in accordance with clause 19.5.1.1; and (b) the WW Purchaser in accordance with clause 19.5.2 (including in such circumstances to procure the assignment, cession and delegation of such contracts to the WW Purchaser with effect from the Closing Date, in which case the provisions of clause 11.1.1.1 shall apply), in each case as soon as reasonably possible after the Signature Date.
19.5.2.
Notwithstanding the aforegoing, in relation to any contracts which are material to the WW Businesses, the WW Purchaser shall be entitled in its discretion, by notice in writing to AngloGold within 40 (forty) Business Days following the later of: (a) the Signature Date; and (b) the date on which the last of the copies of contracts to be provided to the WW Purchaser in terms of clause 19.5.1 has been received by the WW Purchaser, to determine whether such material contracts will be ceded, assigned and delegated to the WW Purchaser with effect from the Closing Date.
19.5.3.
AngloGold shall notify the WW Purchaser, and provide the WW Purchaser with a copy, of any new contract entered into by AngloGold during the Interim Period which relates to the WW Businesses (each an "Interim Period Contract (WW)") (such copy to be provided within 10 (ten) Business Days after such Interim Period Contract (WW) has been entered into by AngloGold), and the Parties agree that



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clauses 19.5.1 and 19.5.2 shall apply mutatis mutandis; provided that no Purchaser shall be required to accept any cession, assignment, delegation or transfer of any Interim Period Contract (WW) (or any rights or obligations relating thereto) unless it has expressly agreed in writing to such cession, assignment, delegation or transfer (as applicable).
19.5.4.
Notwithstanding any provision in this clause 19.5, should any contract to which this clause 19.5 relates contain a confidentiality undertaking such that AngloGold is only entitled to disclose such contract to the WW Purchaser following obtaining approval from any third party (a "Confidential Contract (WW)"), AngloGold will use reasonable endeavours to obtain all such approvals as soon as reasonably possible after the Signature Date.
19.6.
Observer
Subject to all applicable Laws, Harmony shall, during the Interim Period, be entitled to appoint 2 (two) appropriate representatives employed by Harmony (the "Observers (WW)"), who have the authority, right and power to act for and on its behalf, to observe the affairs and the day‑to‑day activities of the WW Businesses in order to plan the integration of the WW Businesses into the Purchaser’s Group after the Closing Date, and to monitor compliance with the obligations of AngloGold contained in this Agreement. Those Observers (WW) shall:
19.6.1.
be entitled to conduct telephone discussions and/or hold meetings with the management of AngloGold in respect of the WW Businesses on a monthly basis; and
19.6.2.
be entitled, upon reasonable written request, to have reasonable access (during normal business hours) to, ‑
19.6.2.1.
and retain copies of, any and all documents and information relating to the WW Businesses and their affairs provided that, in the event that the WW Transaction lapses due to the non-fulfilment of any Condition Precedent or is cancelled or terminated for any other reason whatsoever, Harmony shall destroy and/or erase or procure the destruction and/or erasing of all electronic and/or printed versions or copies of any information in its possession or control pursuant to this clause 19.6.2, and shall not retain any copies, extracts or other reproductions, in whole or in part, of such information;
19.6.2.2.
the premises and areas on which the WW Businesses are conducted, subject at all times to AngloGold policies and procedures; and
19.6.2.3.
the officers and senior employees of the WW Businesses,



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provided that the Observers (WW) shall not be entitled to receive commercially sensitive or legally privileged information if such information cannot be shared with Harmony prior to the Closing Date in compliance with applicable Law.
19.7.
Integration Meetings
19.7.1.
Subject to all applicable Laws, Harmony shall be entitled to appoint 2 (two) appropriate representatives employed by Harmony ("Purchaser's Integration Representatives (WW)"), who each have the authority, right and power to act for and on Harmony's behalf in respect of all the matters contemplated under clauses 19.7.1 to 19.7.10 (both inclusive).
19.7.2.
AngloGold shall be entitled to appoint 2 (two) appropriate representatives employed by Harmony ("Seller's Integration Representatives (WW)") who each have the authority, right and power to act for and on AngloGold's behalf in respect of all the matters contemplated under clauses 19.7.1 to 19.7.10 (both inclusive).
19.7.3.
Harmony or AngloGold may change their respective representatives at any time and from time to time provided (a) it gives prior written notice to the other Party of such change and (b) such change is acceptable to the other Party (acting reasonably).
19.7.4.
During the Interim Period until the Closing Date or the earlier termination of this Agreement in accordance with its terms, the Purchaser’s Integration Representatives (WW) shall meet once each calendar month, or at any other time as reasonably requested by any Purchaser’s Integration Representative (WW) (on an exception only basis), (each an "Integration Meeting (WW)") with the Seller’s Integration Representatives (WW) (or other appropriate persons) at which meetings AngloGold and Harmony shall co-operate and work together in good faith, and provide the necessary resources, to agree, oversee and manage the preparation of an overall operational migration plan and timetable (with appropriate milestone deliverables) to enable the complete implementation of the overall integration, migration and transition of the WW Mining Business to the relevant Purchasers, by no later than the Closing Date, limited to the following operational migration work streams (each an "Integration Work Stream (WW)"): operational finance; human resources and payroll (including administration); procurement and logistics (including warehousing); information technology (all systems, hardware and software); mining, metallurgy, reserves, resources and engineering (underground and surface); transport; financial and management accounting; taxation; legal and regulatory; electricity access and supply; water access and supply; communication; health, safety and medical; environmental; social and



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labour; and housing and accommodation, as well as any additional operational migration work streams AngloGold agrees to, acting reasonably.
19.7.5.
The first Integration Meeting (WW) shall be held within 14 (fourteen) calendar days following the Signature Date. The Parties hereby agree that no competitively sensitive information and/or legally privileged information will be shared with the Purchaser’s Integration Representatives (WW) at any Integration Meeting (WW).
19.7.6.
To the extent that Harmony requires AngloGold's assistance with the preparation and implementation of the operational migration plan and the Integration Work Streams (WW), AngloGold undertakes to use reasonable endeavours, at Harmony's cost, to provide any assistance reasonably requested by Harmony, provided that such assistance does not place any unreasonable resource constraints on AngloGold’s ability to run its business and operations during the Interim Period.
19.7.7.
To the extent that AngloGold incurs any costs in this regard, not relating to time spent, it will provide a valid tax invoice to Harmony for such costs plus VAT at the applicable rate. Harmony undertakes to settle such invoice within 30 (thirty) calendar days upon receipt from AngloGold of such invoice.
19.7.8.
Each request for an Integration Meeting (WW) will be accompanied by a clear and ascertainable agenda that will be delivered to AngloGold at least 10 (ten) Business Days prior to the relevant Integration Meeting (WW). For the avoidance of doubt, Harmony shall not be entitled to materially deviate from the agenda for each Integration Meeting (WW) once same has been delivered to AngloGold.
19.7.9.
The Purchaser’s Integration Representatives (WW) may from time to time ask the Seller's Integration Representatives (WW) questions in relation to, or request information from the Seller's Integration Representatives (WW) regarding matters related to the WW Mining Business to the extent that it reasonably requires same in order to plan the integration of the WW Mining Business into the Purchaser's Group with effect from the Closing Date by submitting such requests in writing to the Seller's Integration Representatives (the "Information Requests (WW)").
19.7.10.
The Seller's Integration Representatives (WW) shall use reasonable endeavours to obtain responses to any Information Request (WW) as soon as practicable and such responses shall be forwarded to the Purchaser’s Integration Representatives (WW) as soon as practicable, provided that no competitively sensitive and/or legally privileged information will be shared with the Purchaser’s Integration Representatives (WW) or with any other representatives of Harmony.



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19.7.11.
Notwithstanding anything to the contrary contained herein, Harmony acknowledges that AngloGold has a business to conduct and agree that Information Requests (WW) shall be reasonable and shall not be unnecessarily overbearing or frequent.
19.8.
Integration Work Streams
19.8.1.
Harmony shall nominate 1 (one) person as its representative for each Integration Work Stream (WW) (each a "Purchaser’s Integration Work Stream Representative (WW)") who shall each have the authority, right and power to act for and on Harmony's behalf in respect of all the matters contemplated under this clause 19.8 in relation to such Integration Work Stream (WW).
19.8.2.
AngloGold shall nominate 1 (one) person as its representative for each Integration Work Stream (WW) (each a "Seller’s Integration Work Stream Representative (WW)") who each have the authority, right and power to act for and on AngloGold's behalf in respect of all the matters contemplated under this clause 19.8 in relation to such Integration Work Stream (WW).
19.8.3.
Harmony or AngloGold may change their respective representatives at any time and from time to time provided (a) it gives prior written notice to the other Party of such change; and (b) such change is acceptable to the other Party (acting reasonably).
19.8.4.
Harmony and AngloGold shall use reasonable endeavours to ensure that the Purchaser’s Integration Work Stream Representative (WW) and the Seller’s Integration Work Stream Representative (WW) nominated for each Integration Work Stream shall meet every two weeks during the Interim Period or more frequently subject to AngloGold's consent (which consent cannot be unreasonably withheld or delayed) and use reasonable endeavours to oversee, manage, prepare and effect the implementation of the components of the operational migration plan and timetable that relate to the relevant Integration Work Stream (WW) (including where appropriate, by conducting a gaps analysis and assessment of AngloGold’s systems against those of Harmony and the relevant Purchaser, implementing a solution to address any such gaps identified and installing any systems to the extent reasonably required to ensure a smooth transition with effect from the Closing Date, and provide regular updates to the Seller’s Integration Representatives (WW) and the Purchaser’s Integration Representatives (WW) (including by providing formal feedback at each Integration Meeting (WW)) in reasonable detail such that such Persons can reasonably monitor and oversee the implementation of the relevant Integration Work Stream (WW) against the



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overall operational migration plan and timetable (with appropriate milestone deliverables) agreed in terms of clause 19.7.4.
19.8.5.
Harmony and AngloGold shall use reasonable endeavours to ensure that, as soon as reasonably possible following the Signature Date, but in no event later than 1 (one) calendar month following the Signature Date, the Purchaser’s Integration Work Stream Representative (WW) and the Seller’s Integration Work Stream Representative of each Integration Work Stream (WW) have (a) agreed on a transition plan (includin