Harmony Gold Mining Company Limited
Registration Number: 1950/038232/06
Incorporated in the Republic of South Africa
JSE Share Code: HAR
ISIN: ZAE000015228
(“Harmony” or “Company”)


PUBLICATION OF SHAREHOLDER CIRCULAR IN RELATION TO THE PROPOSED EXTRA-ORDINARY
GENERAL MEETING (“EGM”) (“EGM CIRCULAR”) TO SEEK AUTHORITY FOR THE SPECIFIC ISSUE
OF SHARES TO THE HARMONY GOLD COMMUNITY TRUST AND HARMONY ESOP TRUST


1.   Introduction and Rationale

     Harmony   shareholders   (“Shareholders”)      are   referred   to   the   announcement
     released by the Company on 11 December 2023, in which it advised that the
     Company is proposing two broad-based black economic empowerment (“B-BBEE”)
     transactions involving:

     •   the   specific   issue   of   no   par   value   convertible     preference   shares
         (“Preference Shares”) by Harmony to the trustees for the time being of
         the Harmony Gold Community Trust (“Harmony Community Trust”)(“Harmony
         Community Trust Share Issue”); and

     •   the specific issue of no par value ordinary shares (“Ordinary Shares”)
         by Harmony to the trustees for the time being of the Harmony ESOP Trust
         (“ESOP Trust”) for the benefit of Eligible Employees, as defined in the
         EGM Circular (“ESOP Trust Share Issue”),

     (together, the “B-BBEE Transactions”).

     Consistent with the foregoing, Harmony proposes to:

     •   issue a further 2,466,103 Preference Shares to the Harmony Community
         Trust (“Harmony Community Trust Shares”), which, on conversion into
         Ordinary Shares in accordance with the terms of the Preference Shares
         prescribed in the memorandum of incorporation of Harmony (“MOI”), would
         constitute approximately 0.4% of the issued Ordinary Shares as at the
         date of the announcement referred to above; and

     •   issue 12,651,525 Ordinary Shares to the ESOP Trust (“ESOP Trust Shares”),
         which would constitute approximately 2% of the issued Ordinary Shares
         of the Company as at the date of the announcement referred to above.

     Following the issue of the aforementioned Harmony Community Trust Shares to
     the Harmony Community Trust and ESOP Trust Shares to the ESOP Trust, the
     Harmony Community Trust shall hold 6,866,103 Preference Shares and the ESOP
     Trust shall hold 12,651,525 Ordinary Shares in the Company.

2.   Posting of EGM Circular

     The Company is pleased to advise that the EGM Circular has been posted to
     Shareholders today on Monday, 18 December 2023 and it is available on the
     Company’s website, www.harmony.co.za.

     The purpose of the EGM Circular is to:

     •   provide Shareholders with all relevant information in respect of the B-
         BBEE   Transactions       and   (i)    the   creation   of    an   additional 2,466,103
         Preference Shares; (ii) specific authority to issue 2,466,103 authorised
         but unissued Preference Shares to the Harmony Community Trust; (iii)
         specific authority to issue 12,651,525 authorised but unissued Ordinary
         Shares to the ESOP Trust; (iv) approval of the amendments to the MOI to
         reflect the proposed changes in the authorised shares of the Company;
         (v) authority to issue 30% or more of the Preference Shares to the
         Harmony      Community    Trust,      including   to the      extent   that the      Harmony
         Community Trust is a related or inter-related person to the Company as
         contemplated in section 41(1) of the Companies Act 71 of 2008; (vi)
         waiver of pre-emptive rights in respect of the ESOP Trust Share Issue
         and    the    Harmony Community        Trust   Share    Issue;      (vii)     authority   to
         repurchase the Harmony Community Trust Shares from the Harmony Community
         Trust, pursuant to a call option in certain circumstances or a pre-
         emptive right exercised in certain circumstances; and (viii) authority
         to provide financial assistance to the ESOP Trust for purposes of the
         ESOP Trust Share Issue, and so as to enable Shareholders to make an
         informed decision as to whether or not they should vote in favour of the
         resolutions set forth in the Notice of EGM; and

     •   convene the EGM in order for Shareholders to consider and, if deemed
         fit,   pass,      with   or without      modification,       the   ordinary    and   special
         resolutions set forth in the Notice of EGM.

3.   Notice of EGM

     Notice is hereby given of the EGM, which will be held entirely by electronic
     communication, on Wednesday, 31 January 2024 at 11:00am (SAST) in order for
     Shareholders     to   consider      and,    if   deemed    fit,    pass,   with     or   without
     modification, the resolutions set forth in the notice of EGM (which forms
     part of, the Circular posted today). The notice of EGM is available on the
     Company website.
4.     Important dates and times

       The salient dates and times relating to the transactions are set out below:


 Key action                                                                        2023/2024

 Stock    Exchange   News   Service   of   the    JSE   Limited
 (“SENS”)    announcement    confirming:    (i)    posting   of     Monday, 18 December 2023
 Circular and its publication on Harmony’s website

 Press announcement confirming posting of Circular and
                                                                   Tuesday, 19 December 2023
 its publication on Harmony’s website

 Last Day to Trade in order to be eligible to attend,
                                                                    Tuesday, 23 January 2024
 participate in and vote at the EGM

 Voting Record Date to participate in and vote at the
                                                                     Friday, 26 January 2024
 EGM

 Last day and time to give notice to participate in
                                                                     Monday, 29 January 2024
 the EGM electronically

 Recommended last day and time to lodge Forms of Proxy
                                                                     Monday, 29 January 2024
 with the Transfer Secretaries at 11:00 on

 EGM of Shareholders                                              Wednesday, 31 January 2024

 Results of EGM released on SENS                                  Wednesday, 31 January 2024



For more details contact:

Shela Mohatla

Group Company Secretary

+27(0) 71 571 4249


Johannesburg, South Africa

18 December 2023
Corporate Advisor in respect of the Harmony ESOP Trust
Tamela Holdings Proprietary Limited

Independent Reporting Accountants and Auditors
PricewaterhouseCoopers Incorporated

Legal Advisor in respect of the B-BBEE Transactions
Bowman Gilfillan Incorporated

Transaction Sponsor
J.P. Morgan Equities South Africa Proprietary Limited




Important information

The   release,   publication   or    distribution   of   this    announcement   in    certain
jurisdictions may be restricted by law and therefore persons in such jurisdictions
into which this announcement is released, published or distributed should inform
themselves   about   and   observe    such   restrictions.      This   announcement   is   for
information purposes only and does not constitute or form part of an offer to sell
or the solicitation of an offer to buy or subscribe to any securities of Harmony.
The securities referred to herein have not been and will not be registered under
the United States Securities Act of 1933 ("Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the United States and
may not be offered, sold, resold, transferred or delivered, directly or indirectly,
in the United States except pursuant to registration under, or an exemption from
the registration requirements of, the Securities Act. There will be no public
offering of securities in the United States or any other jurisdiction.