Common use of Powers of Trustees Clause in Contracts

Powers of Trustees. The Trustees shall only have such powers as may be necessary for or incidental to the carrying out of their duties as set out in this Trust Deed. Without derogating from the generality of the foregoing, the Trustees shall have the following specific powers: 7.1 subject to the Statutes, to open and operate (either themselves or by a person/s authorised by them) a banking account or facility or transaction platform with any registered bank or financial body or institution or registered lender in terms of the National Credit Act, 34 of 2005 (as amended or substituted from time to time); 7.2 to enter into, negotiate and execute any documents/agreements and any addenda thereto, and to do all things necessary to give effect to the subscription for and issue of the Trust Shares; 7.3 to exercise the voting powers attached to the Trust Shares in accordance with clause 15 below; 7.4 to distribute Trust Shares or sell Trust Shares and distribute their attributable sale proceeds to the Beneficiaries in accordance with their vested rights in terms of this Trust Deed following the expiry of the Lock-in Period; 7.5 to borrow or raise money, with the prior written consent of Harmony; 7.6 to appoint an Administrator for the Trust in accordance with clause 22 and to delegate any of their rights, obligations, functions and powers set out in this Trust Deed to that Administrator; 7.7 to employ, with the prior written consent of Harmony, any professional or other person to provide professional services to the Trust; 7.8 to adopt such further procedures and do such further things as the Trustees deem necessary or advisable for the due and proper administration of this Trust, including all things necessary to pay any relevant taxes (including any dividend withholding tax or any other taxes that may be required by law to be withheld and paid) timeously, in order to achieve the object of this Trust; 7.9 to exercise each and every power which they may or could require for the due and proper administration of this Trust, in order to achieve all of the intents and object of this Trust; 7.10 to invest any surplus monies of the Trust; 7.11 to defray expenses of the Trust in accordance with clause 21 below; 7.12 to deal with the Pool Shares at the expiry of the Lock-in Period in accordance with clause 17 below; and 7.13 to exercise rights associated with corporate action attaching to the Trust Shares, including to attend meetings of shareholders of the Company.

Powers of Trustees. The 6.1. Subject to the restrictive covenants as set out in clause 9 (Restrictive Covenants), the Trustees shall only have such powers the power and authority to achieve the intents, objects and purposes of the Trust to do whatever may be effected by a natural person who is a major in relation to his own affairs and as may be necessary for for, or incidental to to, the carrying out of their duties as set out in this Trust Deed, and such powers to do all things necessary to exercise the rights and perform the obligations of the Trust. Without derogating from the generality of the foregoing, the Trustees shall have the following specific powers: 7.1 subject to the Statutes, 6.1.1. to open and operate (either themselves or by a person/s authorised by them) a banking account or facility or transaction platform bank accounts in the name of the Trust with any registered bank without any overdraft facility available in respect thereof, to draw, accept, make or financial body endorse cheques, bills of exchange or institution or registered lender in terms promissory notes for and on behalf of the National Credit Act, 34 Trust; 6.1.2. to make any investments with the relevant member of 2005 the Group in accordance with clause 15 (as amended or substituted from time to timeInvestment of Cash); 7.2 6.1.3. to enter into, negotiate and execute any documents/agreements and any addenda thereto, and to do all things necessary to give effect to subscribe for the subscription for and issue of the Trust Shares; 7.3 to exercise the voting powers attached to the Trust Subscription Shares in accordance with clause 15 below9.3 (Subscription), but to hold them only as an investment and never to trade in them, otherwise than as provided for in this Trust Deed; 7.4 6.1.4. to exercise or to procure the exercise of the voting powers or other rights attached to the Scheme Shares and Other Assets, as determined in accordance with clause 22 (Voting of Scheme Shares); 6.1.5. to distribute Trust Shares or sell Trust Dividends, Scheme Shares and distribute their attributable sale proceeds Other Assets to the Beneficiaries in accordance with their vested rights in the terms of this Trust Deed following the expiry of the Lock-in PeriodDeed; 7.5 6.1.6. to borrow or raise money, with the prior written consent pay Costs and taxes out of HarmonyDividends in respect of Available Scheme Shares and Other Available Assets; 7.6 to appoint an Administrator for the Trust in accordance with clause 22 and 6.1.7. to delegate any of their rights, obligations, functions and powers set out in this Trust Deed to that a person or entity (including the Administrator) who is approved in writing by the Board; 7.7 6.1.8. to employ, with the prior written consent of Harmony, employ any professional or other person as the Trustees, acting reasonably and prudently, may decide, to provide professional services to the TrustTrust and to take and act upon any professional advice so obtained, provided that the Trustees have obtained the pre-approval in writing of the Company’s audit committee for an appointment by the Trustees of the Auditors for any non-audit services; 7.8 6.1.9. to adopt such further procedures receive any distributions by reason of the Scheme Shares and do such further things as the Trustees deem necessary or advisable for Other Assets; 6.1.10. to comply with any exercise by the due Company of the Repurchase Right; 6.1.11. to keep books of account of all transactions and proper administration of this Trust, including all things necessary to pay any relevant taxes (including any dividend withholding tax or any other taxes that may be required by law to be withheld and paid) timeously, in order to achieve the object of this Trust; 7.9 to exercise each and every power which they may or could require for the due and proper administration of this Trust, in order to achieve all records of the intents and object of this Trust; 7.10 to invest any surplus monies affairs of the Trust; 7.11 6.1.12. to defray expenses deal with any Corporate Action on the basis set out in this Trust Deed; 6.1.13. to appear wherever necessary and there to sign all documents and generally to do all things required to give effect to the terms of this Trust Deed; and 6.1.14. to exercise such further rights, powers and authorities as may from time to time be conferred upon them by resolution of the Board. 6.2. The Elected Trustee shall have the power to employ any professional person as the Elected Trustee may anytime reasonably require to enable him/her to perform his/her powers, duties and functions under this Trust Deed, and the Trust shall bear the reasonable costs of employing such professional person. 6.3. Without prejudice to any of the foregoing, the Trustees shall have: 6.3.1. full capacity to contract on behalf of the Trust, subject always to such limitations, if any, as may be imposed by this Trust Deed, provided that they shall under no circumstances, subject to the Statutes, be personally liable on any such contract; and 6.3.2. locus standi in judicio and be capable of bringing, defending, opposing, withdrawing, settling and/or otherwise acting on behalf of the Trust in accordance connection with clause 21 below; 7.12 to deal with any proceedings whatsoever in or before any court, or in any arbitration, or before any other forum, provided that all costs reasonably incurred by them in that regard shall be for the Pool Shares at the expiry account of the Lock-in Period in accordance with clause 17 below; andTrust. 7.13 6.4. All deeds, documents or instruments required to exercise rights associated with corporate action attaching be executed by the Trustees shall be deemed to have been validly executed, if executed by both the Trust Shares, including to attend meetings of shareholders of the CompanyTrustees.

Powers of Trustees. The 6.1. Subject to the restrictive covenants as set out in clause 9 (Restrictive Covenants), the Trustees shall only have such powers the power and authority to achieve the intents, objects and purposes of the Trust to do whatever may be effected by a natural person who is a major in relation to his own affairs and as may be necessary for for, or incidental to to, the carrying out of their duties as set out in this Trust Deed, and such powers to do all things necessary to exercise the rights and perform the obligations of the Trust. Without derogating from the generality of the foregoing, the Trustees shall have the following specific powers: 7.1 subject to the Statutes, 6.1.1. to open and operate (either themselves or by a person/s authorised by them) a banking account or facility or transaction platform with any registered bank or financial body or institution or registered lender accounts in terms of the National Credit Act, 34 of 2005 (as amended or substituted from time to time); 7.2 to enter into, negotiate and execute any documents/agreements and any addenda thereto, and to do all things necessary to give effect to the subscription for and issue name of the Trust Shareswith any bank without any overdraft facility available in respect thereof, to draw, accept, make or endorse cheques, bills of exchange or promissory notes for and on behalf of the Trust; 7.3 6.1.2. to exercise make any investments with the voting powers attached relevant member of the Group in accordance with clause 15; 6.1.3. to subscribe for the Trust Subscription Shares in accordance with clause 15 below9.3 (Subscription), but to hold them only as an investment and never to trade in them, otherwise than as provided for in this Trust Deed; 7.4 6.1.4. to exercise or to procure the exercise of the voting powers or other rights attached to the Scheme Shares and Other Assets, as determined in accordance with clause 22 (Voting of Scheme Shares); 6.1.5. to distribute Trust Shares or sell Trust Dividends, Scheme Shares and distribute their attributable sale proceeds Other Assets to the Beneficiaries in accordance with their vested rights in the terms of this Trust Deed following the expiry of the Lock-in PeriodDeed; 7.5 6.1.6. to borrow or raise money, with the prior written consent pay Costs and taxes out of HarmonyDividends in respect of Available Scheme Shares and Other Available Assets; 7.6 to appoint an Administrator for the Trust in accordance with clause 22 and 6.1.7. to delegate any of their rights, obligations, functions and powers set out in this Trust Deed to that a person or entity (including the Administrator) who is approved in writing by the Board; 7.7 6.1.8. to employ, with the prior written consent of Harmony, employ any professional or other person as the Trustees, acting reasonably and prudently, may decide, to provide professional services to the TrustTrust and to take and act upon any professional advice so obtained, provided that the Trustees have obtained the pre-approval in writing of the Company’s audit committee for an appointment by the Trustees of the Auditors for any non-audit services; 7.8 6.1.9. to adopt such further procedures receive any distributions by reason of the Scheme Shares and do such further things as the Trustees deem necessary or advisable for Other Assets; 6.1.10. to comply with any exercise by the due Company of the Repurchase Right; 6.1.11. to keep books of account of all transactions and proper administration of this Trust, including all things necessary to pay any relevant taxes (including any dividend withholding tax or any other taxes that may be required by law to be withheld and paid) timeously, in order to achieve the object of this Trust; 7.9 to exercise each and every power which they may or could require for the due and proper administration of this Trust, in order to achieve all records of the intents and object of this Trust; 7.10 to invest any surplus monies affairs of the Trust; 7.11 6.1.12. to defray expenses deal with any Corporate Action on the basis set out in this Trust Deed; 6.1.13. to appear wherever necessary and there to sign all documents and generally to do all things required to give effect to the terms of this Trust Deed; and 6.1.14. to exercise such further rights, powers and authorities as may from time to time be conferred upon them by resolution of the Board. 6.2. The Elected Trustees shall have the power to employ any professional person as the Elected Trustees may any time reasonably require to enable them to perform their powers, duties and functions under this Trust Deed, and the Trust shall bear the reasonable costs of employing such professional person. 6.3. Without prejudice to any of the foregoing, the Trustees shall have: 6.3.1. full capacity to contract on behalf of the Trust, subject always to such limitations, if any, as may be imposed by this Trust Deed, provided that they shall under no circumstances, subject to the Statutes, be personally liable on any such contract; and 6.3.2. locus standi in judicio and be capable of bringing, defending, opposing, withdrawing, settling and/or otherwise acting on behalf of the Trust in accordance connection with clause 21 below; 7.12 to deal with any proceedings whatsoever in or before any court, or in any arbitration, or before any other forum, provided that all costs reasonably incurred by them in that regard shall be for the Pool Shares at the expiry account of the Lock-in Period in accordance with clause 17 below; andTrust. 7.13 6.4. All deeds, documents or instruments required to exercise rights associated with corporate action attaching be executed by the Trustees shall be deemed to have been validly executed, if executed by all the Trust Shares, including to attend meetings of shareholders of the CompanyTrustees.

Powers of Trustees. (1) The Trustees shall only have such powers as may be necessary for or incidental to LEP trustees must manage the carrying out of their duties as set out in this Trust Deed. Without derogating from the generality affairs of the foregoing, the Trustees shall LEP in furtherance of its charitable objects and have the following specific powers:powers in order to do so (but not for any other purpose): 7.1 subject (a) to raise funds. In doing so, the LEP trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations; (b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; (c) to sell, lease or otherwise dispose of all or any part of the property belonging to the StatutesLEP. In exercising this power, the LEP trustees must comply as appropriate with sections 117-122 of the Charities Act 2011 (or any statutory re-enactment or modification of those provisions); (d) to borrow money and to charge the whole or any part of the property belonging to the LEP as security for repayment of the money borrowed. The LEP trustees must comply as appropriate with sections 124 - 126 of the Charities Act 2011 (or any statutory re-enactment or modification of those provisions), if they intend to mortgage land; (e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them; (f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects; (g) to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the objects; (h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves; (i) to obtain and pay for such goods and services as are necessary for carrying out the work of the LEP; (j) to open and operate such bank and other accounts as the LEP trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000; and (either themselves or by a person/s authorised by themk) a banking account or facility or transaction platform with any registered bank or financial body or institution or registered lender in terms of the National Credit Act, 34 of 2005 (as amended or substituted from time to time); 7.2 to enter into, negotiate and execute any documents/agreements and any addenda thereto, and to do all such other lawful things as are necessary to give for the achievement of the objects. (2) No alteration of this constitution or any special resolution shall have retrospective effect to the subscription for and issue invalidate any prior act of the Trust Shares;LEP trustees. 7.3 to exercise the voting powers attached to the Trust Shares in accordance with clause 15 below; 7.4 to distribute Trust Shares or sell Trust Shares and distribute their attributable sale proceeds to the Beneficiaries in accordance with their vested rights in terms (3) Any meeting of this Trust Deed following the expiry of the Lock-in Period; 7.5 to borrow or raise money, with the prior written consent of Harmony; 7.6 to appoint an Administrator for the Trust in accordance with clause 22 and to delegate any of their rights, obligations, functions and powers set out in this Trust Deed to that Administrator; 7.7 to employ, with the prior written consent of Harmony, any professional or other person to provide professional services to the Trust; 7.8 to adopt such further procedures and do such further things as the Trustees deem necessary or advisable for the due and proper administration of this Trust, including all things necessary to pay any relevant taxes (including any dividend withholding tax or any other taxes that may be required by law to be withheld and paid) timeously, in order to achieve the object of this Trust; 7.9 to exercise each and every power LEP trustees at which they may or could require for the due and proper administration of this Trust, in order to achieve all of the intents and object of this Trust; 7.10 to invest any surplus monies of the Trust; 7.11 to defray expenses of the Trust in accordance with clause 21 below; 7.12 to deal with the Pool Shares a quorum is present at the expiry of time the Lock-in Period in accordance with clause 17 below; and 7.13 to relevant decision is made may exercise rights associated with corporate action attaching to all the Trust Shares, including to attend meetings of shareholders of powers exercisable by the Companytrustees.

Powers of Trustees. The ‌ 26.1. Subject to the restrictive covenants set out in clause 29, the Trustees shall only have such powers the power and authority to achieve the intents, objects and purposes of the Trust, to do whatever may be effected by a natural person who is a major in relation to his/her own affairs and as may be necessary for for, or incidental to to, the carrying out of their duties as set out in this Trust Deed, and such powers to do all things necessary to exercise the rights and perform the obligations of the Trust. Without derogating from the generality of the foregoing, the Trustees shall have the following specific powers: 7.1 subject to the Statutes, 26.1.1. to open and operate (either themselves or by a person/s authorised by them) a banking account or facility or transaction platform with any registered bank or financial body or institution or registered lender accounts in terms of the National Credit Act, 34 of 2005 (as amended or substituted from time to time); 7.2 to enter into, negotiate and execute any documents/agreements and any addenda thereto, and to do all things necessary to give effect to the subscription for and issue name of the Trust Shareswith any bank without any overdraft facility available in respect thereof, to draw, accept, make or endorse cheques, bills of exchange or promissory notes for and on behalf of the Trust; 7.3 26.1.2. to exercise make any investments with the voting powers attached relevant member of the Group in accordance with clause 32; 26.1.3. to subscribe for the Trust SOL Shares, SOLBE1 Shares and SSA Khanyisa Shares in accordance with clause 15 belowclauses 5.1, 5.2 and 14.1 respectively, but to hold them only as an investment and never to trade in them, otherwise than as provided for in this Trust Deed, or for the avoidance of doubt, the term of issue of the SSA Khanyisa Shares relating to the Notional Vendor Finance; 7.4 26.1.4. to exercise or to procure the exercise of the voting powers or other rights attached to the Plan Assets, as determined in accordance with clause 35; 26.1.5. to attend shareholders' meetings of the Company and exercise voting rights thereat in accordance with the provisions of clauses 35.5 to 35.7; 26.1.6. to vest Unallocated Entitlement Assets as and when required in appropriate Beneficiaries during the Empowerment Period; 26.1.7. to distribute Trust Shares or sell Trust Shares Plan Assets and distribute their attributable sale proceeds any other assets to the Beneficiaries in accordance with their vested rights in the terms of this Trust Deed following the expiry of the Lock-in PeriodDeed; 7.5 26.1.8. to borrow or raise moneyvest Forfeited Fractions and Forfeited SSA Fractions and thereafter to realise same for the benefit of Beneficiaries, with after the prior written consent deduction of HarmonyCosts; 7.6 26.1.9. to appoint an Administrator for the Trust pay Costs out of Normal Distributions in accordance with clause 22 and respect of Unallocated Entitlement Assets; 26.1.10. to delegate any of their rights, obligations, functions and powers set out in this Trust Deed to that a person or entity (including the Administrator) who is approved in writing by the Board; 7.7 26.1.11. to employ, with the prior written consent of Harmony, employ any professional or other person as the Trustees, acting reasonably and prudently, may decide, to provide professional services to the TrustTrust and to take and act upon any professional advice so obtained, provided that the Trustees have obtained the pre-approval in writing of the Company's audit committee for an appointment by the Trustees of the Auditors for any non-audit services; 7.8 26.1.12. to adopt such further procedures receive any Normal Distributions or Extraordinary Distributions; 26.1.13. to comply with the Automatic Repurchase and do such further things as the Trustees deem necessary or advisable for Automatic Share Exchange and the due non-automatic share exchange contemplated in clause 18.3; 26.1.14. to keep books of account of all transactions and proper administration of this Trust, including all things necessary to pay any relevant taxes (including any dividend withholding tax or any other taxes that may be required by law to be withheld and paid) timeously, in order to achieve the object of this Trust; 7.9 to exercise each and every power which they may or could require for the due and proper administration of this Trust, in order to achieve all records of the intents and object of this Trust; 7.10 to invest any surplus monies affairs of the Trust; 7.11 26.1.15. to defray expenses deal with any Corporate Action on the basis set out in this Trust Deed; 26.1.16. to appear wherever necessary and there to sign all documents and generally to do all things required to give effect to the terms of this Trust Deed; and 26.1.17. to exercise such further rights, powers and authorities as may from time to time be conferred upon them by resolution of the Board or the Sasol Board, as the case may be. 26.2. The Elected Trustees shall have the power to employ any professional person as the Elected Trustees may any time reasonably require to enable them to perform their powers, duties and functions under this Trust Deed, and the Trust shall bear the reasonable costs of employing such professional person. 26.3. Without prejudice to any of the foregoing, the Trustees shall have: 26.3.1. full capacity to contract on behalf of the Trust, subject always to such limitations, if any, as may be imposed by this Trust Deed, provided that they shall under no circumstances, subject to the Statutes, be personally liable on any such contract; and 26.3.2. locus standi in judicio and be capable of bringing, defending, opposing, withdrawing, settling and/or otherwise acting on behalf of the Trust in accordance connection with clause 21 below; 7.12 to deal with any proceedings whatsoever in or before any court, or in any arbitration forum, or before any other forum, provided that all costs reasonably incurred by them in that regard shall be for the Pool Shares at the expiry account of the Lock-in Period in accordance with clause 17 below; andTrust. 7.13 26.4. All deeds, documents or instruments required to exercise rights associated with corporate action attaching be executed by the Trustees shall be deemed to have been validly executed if executed by all the Trust Shares, including to attend meetings of shareholders of the CompanyTrustees.

Powers of Trustees. The Trustees shall only have such powers of the trustees include the following: 9.1 to invest and apply Club funds as may be necessary for they deem in the best interests of the Club; 9.2 to acquire and alienate property and timeshare; 9.3 to delegate their powers or incidental to the carrying out any part of their duties as set out powers; 9.4 to enter into agreements or arrangements of any kind, with anybody or person, whether in this Trust Deed. Without derogating from the generality of holiday industry or otherwise; 9.5 to determine and amend the foregoing, the Trustees shall have the following specific powers: 7.1 subject to the Statutes, to open and operate (either themselves or by a person/s authorised by them) a banking account or facility or transaction platform with any registered bank or financial body or institution or registered lender in terms of the National Credit Act, 34 of 2005 (as amended or substituted scheme rules from time to time); 7.2 9.6 to enter intoestablish an annual subscription fund and determine what amounts and on what basis the members shall contribute to it; 9.7 to bring or defend any legal or other proceedings; 9.8 to increase the number of trustees and co-opt additional trustees until the next general meeting; 9.9 to determine the number of additional membership points of various classes that may be issued at any time, negotiate regard being had to prevailing circumstances; 9.10 to authorise the use of a shortened name of the club, or any alternative trading name, for the purposes of marketing, banking, and execute any documents/agreements otherwise; 9.11 to authorise the release and any addenda theretouse of funds; 9.12 to determine the subscription fees for membership points from time to time; 9.13 to pay the establishment costs; 9.14 to appoint an honorary patron or president or other such titular head as they may decide; 9.15 to invite such authority as may be charged with consumer protection, to nominate a person who shall be appointed as an additional trustee; 9.16 to form sub-committees as may be prescribed in the Companies Act, such as the Audit and Risk Committee and Social and Ethics Committee, and such other sub-committees as the trustees may deem necessary from time to time, which sub-committees shall perform their duties in accordance with terms of reference agreed upon by the trustees.” 9.17 to engage the services of professional people, agents, and brokers and pay their fees and remuneration; 9.18 to allow members the gratuitous use of property, and to do all things necessary allow the gratuitous use of any holiday property to give effect any person who in their opinion has contributed or will contribute in any way to the subscription for and issue advancement of the Trust Sharesinterests of the Club; 7.3 9.19 to exercise the voting powers attached to the Trust Shares in accordance with clause 15 belowappoint a managing agent or agents on such terms as they approve; 7.4 9.20 to distribute Trust Shares or sell Trust Shares and distribute their attributable sale proceeds let holiday property to the Beneficiaries in accordance with their vested rights in terms of this Trust Deed following the expiry of the Locknon-in Periodmembers; 7.5 9.21 to borrow or raise money, with the prior written consent of Harmonyoperate banking and similar accounts; 7.6 9.22 to appoint an Administrator arrange that the Club can stand as surety for any loans or advances made by a financial institution to allow the Trust in accordance with clause 22 and Club to delegate any perform its duties. 9.23 to limit the number of their rights, obligations, functions and powers set out in this Trust Deed weeks a member can book during the peak periods or specialized events to that Administrator; 7.7 to employ, with the prior written consent of Harmony, any professional or other person to provide professional services to the Trust; 7.8 to adopt such further procedures and do such further things as the Trustees deem necessary or advisable for the due and proper administration of this Trust, including ensure fair distribution among all things necessary to pay any relevant taxes (including any dividend withholding tax or any other taxes that may be required by law to be withheld and paid) timeously, in order to achieve the object of this Trust; 7.9 to exercise each and every power which they may or could require for the due and proper administration of this Trust, in order to achieve all of the intents and object of this Trust; 7.10 to invest any surplus monies of the Trust; 7.11 to defray expenses of the Trust in accordance with clause 21 below; 7.12 to deal with the Pool Shares at the expiry of the Lock-in Period in accordance with clause 17 below; and 7.13 to exercise rights associated with corporate action attaching to the Trust Shares, including to attend meetings of shareholders of the Companymembers.

Powers of Trustees. 13.1 The Trustees shall only have all such powers as are required to enable them to carry out and give effect to the extent, purposes and provisions of this scheme, including such powers as may from time to time be necessary for or incidental to expressly conferred on them by the carrying out of their duties as set out in this Trust Deed. Without Board and including, without derogating from the generality of the foregoingaforegoing, the power, inter alia - 13.1.1 to borrow moneys from the Company for the purpose of giving effect to this scheme; 13.1.2 to open and operate banking accounts and to draw and issue cheques and to receive cheques, promissory notes and/or bills of exchange, and to endorse any of the same for collection, by the bank at which the said account was opened; 13.1.3 to invest any surplus moneys of the Trust in units or other securities of the Company; 13.1.4 to acquire for the purposes of the Trust units in the Company either by original subscription or purchase and upon such terms as they in their sole and absolute discretion may deem fit; 13.1.5 to exercise all the rights conferred by units and other assets beneficially held by the Trust, including base units, and including voting powers attaching thereto, rights of conversion and redemption, rights to take up further allotments of shares and the like as they in their sole and absolute discretion may deem fit; 13.1.6 to surrender and deliver up any units forming part of the Trust assets for such consideration and upon such terms and conditions as they may approve to any company reducing its capital and to receive such consideration in the form of cash, securities or other assets as may be agreed upon between them and the Company; 13.1.7 to repurchase from any participant holding units all or some of such units, upon such terms as the Trustees may deem fit; 13.1.8 to exercise such further rights, powers and authorities as may from time to time be conferred upon them under this scheme. 13.2 Without prejudice to any of the aforegoing the Trustees shall have the following specific powers:- 7.1 subject 13.2.1 full capacity to the Statutes, to open and operate (either themselves or by a person/s authorised by them) a banking account or facility or transaction platform with any registered bank or financial body or institution or registered lender in terms of the National Credit Act, 34 of 2005 (as amended or substituted from time to time); 7.2 to enter into, negotiate and execute any documents/agreements and any addenda thereto, and to do all things necessary to give effect to the subscription for and issue of the Trust Shares; 7.3 to exercise the voting powers attached to the Trust Shares in accordance with clause 15 below; 7.4 to distribute Trust Shares or sell Trust Shares and distribute their attributable sale proceeds to the Beneficiaries in accordance with their vested rights in terms of this Trust Deed following the expiry of the Lock-in Period; 7.5 to borrow or raise money, with the prior written consent of Harmony; 7.6 to appoint an Administrator for the Trust in accordance with clause 22 and to delegate any of their rights, obligations, functions and powers set out in this Trust Deed to that Administrator; 7.7 to employ, with the prior written consent of Harmony, any professional or other person to provide professional services to the Trust; 7.8 to adopt such further procedures and do such further things as the Trustees deem necessary or advisable for the due and proper administration of this Trust, including all things necessary to pay any relevant taxes (including any dividend withholding tax or any other taxes that may be required by law to be withheld and paid) timeously, in order to achieve the object of this Trust; 7.9 to exercise each and every power which they may or could require for the due and proper administration of this Trust, in order to achieve all of the intents and object of this Trust; 7.10 to invest any surplus monies contract on behalf of the Trust, subject always to such limitations, if any, as may be imposed by this deed or by the Board, and provided always that they will under no circumstances be personally liable on any such contract; 7.11 to defray expenses 13.2.2 locus standi in judicio and be entitled and capable of bringing, defending, opposing, withdrawing, settling and/or otherwise acting in connection with any proceedings whatsoever in or before any court, arbitration or before any other forum, and all costs incurred by the Trustees or awarded against them in or arising out of such proceedings shall be for the account of the Trust in accordance with clause 21 below; 7.12 to deal with the Pool Shares at the expiry of the Lock-in Period in accordance with clause 17 below; and 7.13 to exercise rights associated with corporate action attaching to the Trust Shares, including to attend meetings of shareholders of the CompanyTrust.

Powers of Trustees. 9.1 The Trustees shall only have such powers as may be necessary for or incidental to the carrying out of their duties as set out in this Trust Deed. Without derogating from the generality of the foregoing, the Trustees shall will have the following specific powers: 7.1 subject power to the Statutes, to open carry out and operate (either themselves or by a person/s authorised by them) a banking account or facility or transaction platform with any registered bank or financial body or institution or registered lender in terms of the National Credit Act, 34 of 2005 (as amended or substituted from time to time); 7.2 to enter into, negotiate and execute any documents/agreements and any addenda thereto, and to do all things necessary to give effect to the subscription for intent, purpose and issue provisions of the Trust SharesObjects, including but not limited to, the power to – 9.1.1 enter into (on an arm's length basis) agreements and contracts; 7.3 9.1.2 amend the Scheme Rules, subject to exercise the voting powers attached to provisions of 29, being complied with; 9.1.3 acquire, hold and Sell the Trust Shares in accordance with clause 15 belowthis Trust Deed and enter into any and all written agreements with third parties to give effect to same; 7.4 to distribute 9.1.4 exercise all voting rights in respect of the Unallocated Trust Shares or sell in their sole discretion; 9.1.5 exercise all voting rights in respect of the Trust Shares and distribute their attributable sale proceeds linked to the Beneficiaries Units in accordance with their vested rights in terms of this Trust Deed following the expiry wishes of the Lock-Participants as determined by way of a Participants' meeting or written resolution as contemplated in Period14; 7.5 to borrow or raise money, with the prior written consent of Harmony; 7.6 to appoint an Administrator for the Trust in accordance with clause 22 9.1.6 open and to delegate any of their rights, obligations, functions and powers set out in this Trust Deed to that Administrator; 7.7 to employ, with the prior written consent of Harmony, any professional operate bank accounts or other person to provide professional services accounts appropriate to the Trust; 7.8 to adopt such further procedures and do such further things as the Trustees deem necessary or advisable for the due and proper administration of this Trust, including all things necessary to pay any relevant taxes (including any dividend withholding tax or any other taxes that may be required by law to be withheld and paid) timeously, in order to achieve the object of this Trust; 7.9 to exercise each and every power which they may or could require for the due and proper administration of this Trust, in order to achieve all of the intents and object of this Trust; 7.10 to invest any surplus monies business of the Trust; 7.11 9.1.7 employ and act on the advice of the Auditors, attorneys, counsel and other professional consultants in connection with the affairs of the Trust; 9.1.8 establish rules, procedures and guidelines which the Trustees will follow in exercising the powers contained in this Trust Deed or in respect of any other matter which the Trustees deem appropriate; provided that such rules do not conflict with this Trust Deed or with any laws in existence in the Republic of South Africa from time to defray expenses time; 9.1.9 exercise such further rights, powers and authority as may from time to time be conferred on them by resolution of the Board; 9.1.10 generally, to do anything they consider necessary or desirable in the interests of maintaining and achieving the Trust Objects; and 9.1.11 delegate – 9.1.11.1 any of their powers and functions to any one or more of their number or the company secretary of the Founder, if appropriate and convenient; and 9.1.11.2 the day-to-day administration of the Trust to the Founder or a third party, with the agreement of the Founder, at reasonable cost, or an appropriately qualified officer or employee of any of the Founder Group Companies which officer or employee will perform all of his duties in accordance with clause 21 belowthe instructions of Trustees and subject to the provisions of this Trust Deed. 9.2 The powers of the Trustees described in 9.1 are powers granted to them in their official capacities for the proper administration of the Trust and to enable them to achieve the Trust Objects. The Trustees shall accordingly exercise their wide powers only to achieve the Trust Objects. 9.3 The Trustees are expressly prohibited from – 9.3.1 purchasing any Trust Shares during a Prohibited Period, unless the Trust has a repurchase programme in place. The Trust must instruct only one independent third party, which makes its investment decisions in relation to Trust Shares independently of, and uninfluenced by, the Founder and/or the Trust, prior to the commencement of the Prohibited Period to execute the repurchase programme. The repurchase programme must be submitted to the JSE in writing prior to the commencement of the Prohibited Period and must include the following details - [LR14.9(e)] 9.3.1.1 the name of the independent agent; [LR14.9(e)(i)] 9.3.1.2 the date the independent agent was appointed; [LR14.9(e)(ii)] 9.3.1.3 the commencement and termination date of the repurchase programme; and [LR14.9(e)(iii)] 9.3.1.4 the quantities of Trust Shares to be traded during the relevant period which must be fixed (i.e. not subject to any variation). [LR14.9(e)(iv)] 9.3.2 Encumbering any Trust Shares; 7.12 9.3.3 Selling any Trust Shares linked to deal with Units allocated to Participants, unless they simultaneously Redeem such Units or such Units are Forfeited; [LR14.9(b)] 9.3.4 Selling any Trust Shares other than as contemplated in this Trust Deed or pursuant to the Pool Shares at the expiry written instructions of the Lock-in Period in accordance with clause 17 belowBoard; and 7.13 to exercise rights associated with corporate action attaching 9.3.5 making any distribution of capital or income from the assets of the Trust to the Participants in a manner other than that specified in this Trust Shares, including to attend meetings of shareholders of the CompanyDeed.