Exhibit 3
EXECUTION COPY
VOTING AGREEMENT
between
AFRICAN RAINBOW MINERALS & EXPLORATION INVESTMENTS
(PROPRIETARY) LIMITED
and
HARMONY GOLD MINING COMPANY LIMITED
and
CLIDET NO 454 (PROPRIETARY) LIMITED
Page 1
CONTENTS
APPENDICES
1. INTERPRETATION
4
2. PROVISIONS WHICH TAKE IMMEDIATE EFFECT
9
3. SUSPENSIVE CONDITIONS
9
4. LOCK-UP PERIOD
9
5. SUBDIVISION AND CONSOLIDATION OF THE CONTROLLED SHARES
10
6. IRREVOCABLE AUTHORITY
11
7. LOCK-UP OF THE CONTROLLED SHARES
11
8. RESTRICTIONS ON ARMI
12
9. PERMITTED TRANSFERS
13
10.
ARMI’S RIGHT or FIRST REFUSAL OVER ANY REMAINING CONTROLLED
SHARES
14
11. MANDATORY OFFER
22
12. RIGHTS OFFERS
22
13. JOINT AND SEVERAL
24
14. BREACH
24
15. CONFIDENTIALITY
24
16. GENERAL
25
17. DISPUTE RESOLUTION
26
18. ADDRESSES FOR LEGAL PROCESS AND NOTICES
27
19. COSTS OF THIS AGREEMENT
29
Exhibit 3
EXECUTION COPY
VOTING AGREEMENT
between
AFRICAN RAINBOW MINERALS & EXPLORATION INVESTMENTS
(PROPRIETARY) LIMITED
and
HARMONY GOLD MINING COMPANY LIMITED
and
CLIDET NO 454 (PROPRIETARY) LIMITED
Page 1
CONTENTS
APPENDICES
1. INTERPRETATION
4
2. PROVISIONS WHICH TAKE IMMEDIATE EFFECT
9
3. SUSPENSIVE CONDITIONS
9
4. LOCK-UP PERIOD
9
5. SUBDIVISION AND CONSOLIDATION OF THE CONTROLLED SHARES
10
6. IRREVOCABLE AUTHORITY
11
7. LOCK-UP OF THE CONTROLLED SHARES
11
8. RESTRICTIONS ON ARMI
12
9. PERMITTED TRANSFERS
13
10.
ARMI’S RIGHT or FIRST REFUSAL OVER ANY REMAINING CONTROLLED
SHARES
14
11. MANDATORY OFFER
22
12. RIGHTS OFFERS
22
13. JOINT AND SEVERAL
24
14. BREACH
24
15. CONFIDENTIALITY
24
16. GENERAL
25
17. DISPUTE