Notice of annual general meeting

Notice is hereby given to shareholders that the annual general meeting (“AGM”) of Harmony Gold Mining Company Limited (“Harmony or Company”) will, as contemplated by section 63(2)(a) of the Companies Act 71 of 2008, as amended (“Act”) and clause 19 of the Company's memorandum of incorporation (“MOI”), be held entirely by electronic communication on Tuesday, 29 November 2022 at 09:00 (SA time), to conduct the business set out below and to consider, and adopt, if deemed fit, with or without modification, the ordinary and special resolutions set out in this Notice of AGM (“Notice”)

For more information about the online facility and the prescribed procedures and means of connecting thereto, please see the section titled “Electronic Participation” below in this Notice of AGM.

In terms of section 59(1)(a) and (b) of the Act, the board of directors of the Company (“Board”) has set the record date for the purpose of determining which shareholders of the Company are entitled to:

•receive this Notice of AGM (being the date on which a shareholder must be registered in the Company’s securities register to receive this Notice of AGM) as Friday, 14 October 2022; and

•participate in and vote at the AGM (being the date on which a shareholder must be registered in the Company’s securities register to participate in and vote at the AGM) as Friday, 18 November 2022. Accordingly, the last date to trade in order to participate in and vote at the meeting is Tuesday, 15 November 2022.

As the AGM will cater for Electronic Participation only, it will not be desirable nor practical for voting to take place by way of show of hands. Accordingly, the chairman has already determined that all voting will be by way of poll through the facility provided by the electronic online facilities. See further the section titled: “Electronic Participation” below in this Notice of AGM.

PRESENTATION OF ANNUAL FINANCIAL STATEMENTS

The audited consolidated annual financial statements of the Company, incorporating the reports of the auditors, the audit and risk committee, and the directors for the year ended 30 June 2022 will be presented to the shareholders of the Company at the AGM as required in terms of section 30(3)(d) of the Act, read with section 61(8)(a) of the Act.

The complete audited consolidated annual financial statements of the Company are available on Harmony’s website atwww.har.co.za.

PRESENTATION OF GROUP SOCIAL AND ETHICS COMMITTEE REPORT

In accordance with regulation 43(5)(c) of the Act, the social and ethics committee’s report in theIntegrated Annual Report 2022of the report to which this Notice of AGM is attached (and also available on Harmony’s website atwww.har.co.za) will be presented to shareholders at the AGM.

RESOLUTIONS FOR CONSIDERATION AND ADOPTION

1. Ordinary resolution number 1:

Election of a new director

“RESOLVED THAT Bongani Nqwababa (appointed by the board on 18 May 2022) be and is hereby elected as a director of the Company with immediate effect.” (See Bongani Nqwababa’s resumé below).

Bongani was appointed to the board on 18 May 2022. He was Joint CEO of Sasol Limited. Prior to that, he was CFO and executive director at Sasol, Anglo American Platinum, Eskom and Shell Southern Africa.
He has over 25 years’ experience in the mining, petrochemicals, and energy sectors globally and in South Africa.
Bongani is currently an independent non-executive director of the Development Bank of Southern Africa (DBSA) and Chairman of Babcock Ntuthuko Engineering and Babcock Plant Services in South Africa. He previously served on the board of Old Mutual plc as an independent non-executive director and chaired the SARS Audit Committee.

The percentage of voting rights required for ordinary resolution number 1 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 1.

2. Ordinary resolution number 2:

Election of a new director

“RESOLVED THAT Martin Prinsloo (appointed by the board on 18 May 2022) be and is hereby elected as a director of the Company with immediate effect.” (See Martin Prinsloo’s resumé below).

Martin was appointed to the board on 18 May 2022. He has 28 years of corporate, project and structured finance experience, including eight years as financial director (CFO) of a JSE-listed company. Martin’s early career progressed from KPMG through the Industrial Development Corporation after which he joined BoE Merchant Bank as director of Specialised Finance where he implemented several listing and funding transactions predominantly in the resources industry.
In 2003, he was appointed to Anglo Platinum as head of Corporate Finance and Business Development and acted in the capacity of executive head finance (CFO) for just over a year before joining Royal Bafokeng Platinum as CFO in 2009.
Martin invested into a private equity business, Fledge Capital in March 2019 and is also a non-executive director of Genric Insurance Limited and Oasis Water Holdings Proprietary Limited.

The percentage of voting rights required for ordinary resolution number 2 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 2.

3. Ordinary resolution number 3:

Re-election of director

“RESOLVED THAT Given Sibiya, who retires by rotation at this annual general meeting in accordance with the MOI, and who is eligible and available for re-election, be and is hereby re-elected as a director of the Company with immediate effect.” (See Given Sibiya’s resumé below).

Given was appointed to the board on 13 May 2019. She is a Chartered Accountant and until 31 August 2014 was Head: Internal Audit at SekelaXabiso Proprietary Limited. She has over 29 years’ experience in internal and external auditing, risk management, management consulting, corporate governance and forensic auditing. Prior to joining SekelaXabiso Proprietary Limited, she spent nine years at SizweNtsaluba VSP where she was Director: Forensics and where from 2005 she headed the Corporate Governance Services Division. She also worked for Anglo American Corporation as an internal auditor in the Group Audit Services Department from April 1994 to May 1996. Prior to that, she served articles at KPMG Aiken & Peat from 1991 to early 1994.

She has served as a member of the audit and risk committee for a number of entities, including as chairperson of the audit committee for Basil Read Holdings Limited, South African Express Airways SOC Limited and Brand South Africa. She currently serves as a non-executive board member of Ithala SOC Limited, , where she chairs both the audit and compliance committee and the social, ethics and sustainability committee. She is the audit committee chairperson of The Presidency and the audit and risk committee chairperson of the Composers, Authors and Publishers Association (CAPASSO).

The percentage of voting rights required for ordinary resolution number 3 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 3.

4. Ordinary resolution number 4:

Re-election of director

“RESOLVED THAT Mavuso Msimang, who retires by rotation at this AGM in accordance with the MOI, and who is eligible and available for re-election, be and is hereby re-elected as a director of the Company with immediate effect.” (See Mavuso Msimang’s resumé below).

Mavuso was appointed to the board on 26 March 2011. He has 28 years’ experience in management at executive level, and was involved in the successful transformation and restructuring of several state-owned entities over a period of 16 years until 2010.\

He held several senior positions in public sector organisations, including South African Tourism, South African National Parks and the State IT Agency (SITA), where he successively served as chief executive officer. He also worked for a couple of South African non-governmental organisations. Mavuso retired from the civil service in 2010 following a three-year stint as Director-General at the Department of Home Affairs. Before the onset of democracy on South Africa, he worked for international development agencies, the World University Service of Canada and CARE International which posted him to Ethiopia and Kenya, respectively, as their country representative. He also held senior management positions with the United Nations Children’s Fund and the World Food Programme. Currently, Mavuso serves on various civic society, environmental management and private sector boards. He is the immediate-past chairman of Corruption Watch and is a public commentator on good governance, and against corruption.

The percentage of voting rights required for ordinary resolution number 4 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 4.

5. Ordinary resolution number 5:

Re-election of audit and risk committee member

“RESOLVED THAT John Wetton, who is a non-executive director of the Company, be and is hereby re-elected as a member of the Company’s audit and risk committee, with immediate effect, to hold office until the next AGM.” (See John Wetton’s resumé below).

John was appointed to the board on 1 July 2011. He spent his professional career with Ernst & Young (EY) in the United Kingdom and South Africa mainly in corporate audit.

He attended several post qualification programmes including those presented by the University of Cape Town Graduate School of Business, Harvard Business School and Gordon Institute of Business Science.

When EY integrated globally, he had a business development role across sub-Saharan Africa and was also part of the team that led the strategic integration of EY’s practices and services throughout sub-Saharan Africa.

For several years he led EY’s mining group and acted as senior partner for many of the firm’s major mining and construction clients. He was a member of EY’s executive management committee (board) and was, until retirement, a member of the EY Africa Governance Board.

The percentage of voting rights required for ordinary resolution number 5 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 5.

6. Ordinary resolution number 6:

Re-election of audit and risk committee member

“RESOLVED THAT Karabo Nondumo, who is a non-executive director of the Company, be and is hereby re-elected as a member of the Company’s audit and risk committee, with immediate effect, to hold office until the next AGM.” (See Karabo Nondumo’s resumé below).

Karabo was appointed to the board on 3 May 2013. She is an entrepreneur who has interests in provision of Industrial supplies & Investments. She held Executive Head roles within Vodacom Business and Mergers & Acquisitions at Vodacom Group. She’s a previous CEO of AWCA Investment Holdings Limited. She was an associate as well as executive assistant to the chairman at Shanduka Group.

Karabo is a qualified Chartered Accountant and a member of the South African Institute of Chartered Accountants (SAICA) and African Women Chartered Accountants (AWCA). She has extensive experience in the Telecommunications, Financial Services and Mining sectors. She is an independent non-executive director of: Harmony Gold Mining Company Limited (Chair: social and ethics; member of nomination; investment; and audit and risk subcommittees); Sanlam Limited (Chair: social and ethics; member of risk and compliance; audit and actuarial, HR and nomination subcommittees); TCI-Tiso Proprietary Limited (Chair: finance and risk committee) and MTN Group Operating companies in Swaziland, Zambia, Uganda and Rwanda (Chair: audit and risk committee)

She is an advisory member of Senatla Capital and a trustee of Mabindu and Ubuntu-Botho Women’s Trusts.

Previous board roles include MTN Group Operating companies in Sudan and South Sudan, Brightrock Holdings Limited; Merafe Resources Limited; SA Express Airways SOC Limited; Rolfes Holdings Limited and Richards Bay Coal Terminal.

The percentage of voting rights required for ordinary resolution number 6 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 6.

7. Ordinary resolution number 7:

Re-election of audit and risk committee member

“RESOLVED THAT, subject to ordinary resolution number 3 being passed, Given Sibiya, who is a non-executive director of the Company, be and is hereby re-elected as a member of the Company’s audit and risk committee with immediate effect to hold office until the next AGM.” (See Given Sibiya’s resumé under ordinary resolution number 3).

The percentage of voting rights required for ordinary resolution number 7 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 7.

8. Ordinary resolution number 8:

Election of audit and risk committee member

“RESOLVED THAT, subject to ordinary resolution number 1 being passed, Bongani Nqwababa, who is a non-executive director of the Company, be and is hereby elected as a member of the Company’s audit and risk committee with immediate effect to hold office until the next AGM.” (See Bongani Nqwababa’s resumé under ordinary resolution number 1).

The percentage of voting rights required for ordinary resolution number 8 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 8.

9. Ordinary resolution number 9:

Election of audit and risk committee member

“RESOLVED THAT, subject to ordinary resolution number 2 being passed, Martin Prinsloo, who is a non-executive director of the Company, be and is hereby elected as a member of the Company’s audit and risk committee with immediate effect to hold office until the next AGM.” (See Martin Prinsloo’s resumé under ordinary resolution number 2).

The percentage of voting rights required for ordinary resolution number 9 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 9.

10. Ordinary resolution number 10:

Re-appointment of external auditors

“RESOLVED THAT PricewaterhouseCoopers Incorporated be and is hereby reappointed as the external auditor of the Company to hold office from this AGM until conclusion of the next AGM.”

The percentage of voting rights required for ordinary resolution number 10 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 10.

11. Ordinary resolution number 11:

Appointment of external auditors

“RESOLVED THAT Ernst & Young Incorporated be and is hereby appointed as the external auditor of the Company, from 1 July 2023 until conclusion of the next AGM.”

The percentage of voting rights required for ordinary resolution number 11 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on ordinary resolution number 11.

12. Ordinary resolution number 12:

Approval of remuneration policy

“RESOLVED, as a non-binding advisory vote in accordance with the recommendations of King IV Report on Corporate Governance for South Africa, 2016 (“King IV”), that the remuneration policy of the Company, as set out on pages in theIntegrated Annual Report 2022(available at www.har.co.za), be and is hereby approved.”

As this matter is non-binding, no minimum voting threshold is needed. However, in the event that 25% (twenty five percent) or more of the voting rights exercised on ordinary resolution number 12 are against such resolution, the Company shall engage with dissenting shareholders and implement measures, in the manner set out in the remuneration policy read with King IV.

13. Ordinary resolution number 13:

Approval of the implementation report

“RESOLVED, as a non-binding advisory vote in accordance with the recommendations of King IV, that the implementation report of the Company, as set out in the Integrated Annual Report 2022(available at www.har.co.za) be and is hereby approved.”

As this matter is non-binding, no minimum voting threshold is needed. However, in the event that 25% (twenty five percent) or more of the voting rights exercised on ordinary resolution number 13 are against such resolution, the Company shall engage with dissenting shareholders and implement measures, in the manner set out in the implementation report read with King IV.

14. Ordinary resolution number 14:

General authority to issue shares for cash

“RESOLVED THAT the Board be and is hereby authorised as a general authority to issue authorised but unissued shares in the capital of the Company (including the grant or issue of options or convertible securities that are convertible into an existing class of equity securities) for cash (or the extinction of a liability, obligation or commitment, restraint or settlement of expenses) on such terms and conditions as the Board may, from time to time, in its sole discretion deem fit, subject to the provisions of the Act and the Listings Requirements of the JSE Limited (“JSE Listings Requirements” and “JSE” respectively), provided that:

(a)the equity securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue;

(b)the equity securities must be issued to public shareholders, as defined in the JSE Listings Requirements, and subject to (e) below not to related parties;

(c)securities which are the subject of general issues for cash in the aggregate may not exceed 5% (five percent) of the Company’s shares in issue as at the date of this Notice of AGM, excluding treasury shares – the number of shares available for the issue of shares for cash will therefore be limited to 30 901 230 shares, provided that;

(i)this authority shall be valid until the Company’s next AGM or for 15 (fifteen) months from the date on which this resolution is passed, whichever period is shorter, subject to the requirements of the JSE and any other restrictions set out in this authority;

(ii)the calculation of the Company’s listed equity securities must be a factual assessment of the Company’s listed equity securities as at the date of this Notice of AGM, excluding treasury shares;

(iii)any equity securities issued for cash under this authority during the period contemplated in (i) shall be deducted from the number set out in (c); and

(iv)in the event of sub-division or consolidation of issued equity securities during the period contemplated in (i), the existing authority will be adjusted accordingly to represent the same allocation ratio;

(d)the maximum discount at which equity securities may be issued is 10% (ten percent) of the weighted average traded price of such equity securities measured over the 30 (thirty) business days prior to the date that the price of the issue is agreed between the Company and the party subscribing for the securities;and

(e)this approval expressly allows related parties to participate in a general issue for cash through a bookbuild process provided that –

(i) related parties may only participate with a maximum bid price at which they are prepared to take-up shares or at book close price. In the event of a maximum bid price and the book closes at a higher price, the relevant related party will be “out of the book” and not be allocated shares; and

(ii) equity securities must be allocated equitably “in the book” through the bookbuild process and the measures to be applied must be disclosed in the SENS announcement launching the bookbuild.

In terms of the JSE Listings Requirements, the passing of ordinary resolution number 14 requires the approval of at least a 75% (seventy five percent) majority of the votes cast by shareholders of the Company present at the AGM or represented by proxy at this AGM, and entitled to exercise voting rights on ordinary resolution number 14.

15. Special resolution number 1:

Pre-approval of non-executive directors’ remuneration

“RESOLVED, in terms of section 66(8), read with section 66(9) of the Act, that the Company be and is hereby authorised to pay the following annual remuneration to its non-executive directors for their services as non-executive directors (together with the value-added tax thereon, if applicable) for a period of (two) 2 years from the date of this AGM or until the non-executive directors’ remuneration is amended by way of special resolution of the shareholders, whichever comes first:

Directors’ remuneration (R’000)

	Board										Committee
	Annual Retainer								Atten-dance Fee1		Audit and risk				Social and ethics				Remuneration				Nomination/Investment				Technical
	Chair-man		Deputy chair		LID2		Member		Member		Chairperson		Member		Chairperson		Member		Chairperson		Member		Chairperson		Member		Chairperson		Member
Current	1,499.5		622.7		492.7		344.3		27.1		362.5		182.5		254.0		144.6		254.0		138.3		254.0		138.3		254.0		138.3
Proposed	1,799.4		660.1		591.2		395.9		31.2		384.3		193.5		269.2		153.3		269.2		146.6		269.2		146.6		269.2		146.6
Increase	20.0	%	6.0	%	20.0	%	15.0	%	15.0	%	6.0	%	6.0	%	6.0	%	6.0	%	6.0	%	6.0	%	6.0	%	6.0	%	6.0	%	6.0	%

1    Only payable per board meeting attended.

2    Lead independent director.

Ad hoc fees: R21 284.80 ad hoc meeting/attendance to company business per day.

The directors’ remuneration set out above excludes value-added tax which the Company is authorised to pay, in addition to the above directors’ remuneration, to those non-executive directors who are obliged to charge value added tax on their directors’ remuneration.

The percentage of voting rights required for special resolution number 1 to be adopted: at least 75% (seventy five percent) of the voting rights exercised on the resolution by shareholders of the Company present at the AGM or represented by proxy and entitled to exercise voting rights on special resolution number 1.

ELECTRONIC PARTICIPATION

In accordance with the provisions of the Act and the MOI, the AGM will be conducted entirely through electronic communication. The electronic meeting facilities will permit all participants to be able to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the meeting. Voting via the electronic facility will be the only method available to shareholders to vote their shares at the AGM.

Shareholders who wish to electronically participate in and/or vote at the AGM are required to complete the Electronic Participation Application Form attached hereto and email same to The Meeting Specialist Proprietary Limited (“TMS”) at proxy@tmsmeetings.co.za or contact them on +2781 711 4255/+2784 433 4836/ +2761 440 0654 as soon as possible, but in any event no later than 09:00 (SA time) on Friday, 25 November 2022.

If shareholders who hold dematerialised shares without own name registration wish to participate in the AGM, they should instruct their central securities depository participant (“CSDP”) or broker to issue them with the necessary letter of representation to participate in the AGM, in the manner stipulated in their Custody Agreement. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker, to accommodate such requests.

TMS will assist shareholders with the requirements for electronic participation in, and/or voting at the AGM. TMS is further obliged to validate (in correspondence with Harmony and, in particular, Harmony's transfer secretaries, JSE Investor Services Proprietary Limited (“Transfer Secretaries”) and shareholders’ CSDPs) each such shareholder’s entitlement to participate in and/or vote at the AGM, before providing it with the necessary means to access the AGM and/or the associated voting platform.

Shareholders will be liable for their own network charges in relation to electronic participation in and/ or voting at the AGM. Any such charges will not be for the account of the JSE, Harmony, the Transfer Secretaries and/or TMS.

None of Harmony, the Transfer Secretaries or TMS can be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevents any such Shareholder from participating in and/or voting at the AGM.

Shareholders are strongly encouraged to have a stable internet connection with sufficient bandwidth capabilities to participate in the AGM. Shareholders are strongly encouraged to submit their proxies beforehand, even if they intend to participate in the AGM, to ensure that their votes are counted in the event of any delays or disruptions to the shareholder’s network connectivity and/or loss of network connectivity by such shareholder during any part of the AGM.

IDENTIFICATION, PROXIES AND VOTING

Shareholders are reminded that:

•a shareholder eligible to participate in and vote at the AGM is entitled to appoint a proxy (or proxies) to participate in and vote at the AGM in place of the shareholder – shareholders are referred to the proxy form attached to this Notice of AGM in this regard;

•a proxy need not also be a shareholder of the Company;

•in terms of section 63(1) of the Act, any person participating in a meeting of shareholders must present reasonably satisfactory identification and the person presiding at the AGM must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder or as proxy for a shareholder) has been reasonably verified – acceptable forms of verification include a green bar-coded or smart card identification document issued by the South African Department of Home Affairs, a South African driver’s licence or a valid passport; and

•this Notice of AGM includes the attached form of proxy.

All beneficial owners whose shares have been dematerialised through a CSDP or broker, other than with “own name” registration, must provide their CSDP or broker with their voting instructions in terms of their custody agreement should they wish to vote at the AGM. Alternatively, they may request their CSDP or broker to provide them with a letter of representation, in terms of their custody agreements, should they wish to participate in the AGM.

Unless you advise your CSDP or broker, in terms of your agreement, by the cut-off time stipulated therein, that you wish to participate in the AGM or send a proxy to represent you, your CSDP or broker may assume that you do not wish to participate in the AGM or send a proxy.

Forms of proxy attached hereto must be dated and signed by the shareholder of the Company appointing a proxy and, for the sake of good order, are urged (but not required) to be submitted to the offices of the Transfer Secretaries by no later than 09:00 (SA time) on Friday, 25 November 2022.

In compliance with section 58(8)(b)(i) of the Act, a summary of the rights of a shareholder to be represented by proxy is set out immediately below:

•An ordinary shareholder entitled participate in and vote at the AGM may appoint any individual (or individuals) as a proxy or proxies to participate in and vote at the AGM in the place of such shareholder. A proxy need not be a shareholder of the Company.

•A proxy appointment must be in writing, dated and signed by the shareholder of the Company appointing a proxy and, subject to the rights of a shareholder to revoke such appointment (as set out below), remains valid only until the end of the AGM.

•A proxy may delegate its authority to act on behalf of a shareholder of the Company to another person, subject to any restrictions set out in the instrument appointing the proxy.

•Irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the shareholder of the Company who appointed such proxy chooses to act directly and in person in exercising any rights as a shareholder of the Company.

•Unless the proxy appointment expressly provides otherwise, the appointment of a proxy is revocable by the shareholder of the Company in question cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the Company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder of the Company as of the later of (a) the date stated in the revocation instrument, if any; and (b) the date on which the revocation instrument is delivered to the Company as required in the first sentence of this paragraph.

•If the instrument appointing the proxy or proxies has been delivered to the Company, as long as that appointment remains in effect, any notice required by the Act or the MOI to be delivered by the Company to the shareholder of the Company, must be delivered by the Company to (a) the shareholder of the Company, or (b) the proxy or proxies, if the shareholder of the Company has (i) directed the Company to do so in writing; and (ii) paid any reasonable fee charged by the Company for doing so.

Attention is also drawn to the notes to the form of proxy.

Completing a form of proxy does not preclude any shareholder of the Company from participating in the AGM.

By order of the Board

Harmony Gold Mining Company Limited

S Mohatla

Group company secretary

Randfontein

25 October 2022

ANNUAL GENERAL MEETING EXPLANATORY NOTES

Presentation of annual financial statements

At the AGM, the directors must present the annual financial statements for the year ended 30 June 2021 to shareholders as required in terms of section 30(3)(d) of the Act, together with the reports of the directors, audit and risk committee and the auditors.

Presentation of group social and ethics committee report

At the AGM, the social and ethics committee must report, through one of its members, on matters within its mandate as required in terms of Regulation 43(5)(c) of the Act.

Ordinary Resolution Number 1:

Election of a new director

In accordance with the JSE Listings Requirements, the MOI, section 68(1) read with section 70(3)(b)(i) of the Act, Bongani Nqwababa’s appointment by the Board as a director of the Company must be confirmed at this AGM of the Company by a new election. (See Bongani Nqwababa’s resumé under ordinary resolution number 1).

Ordinary Resolution Number 2:

Election of a new director

In accordance with the JSE Listings Requirements, the MOI, section 68(1) read with section 70(3)(b)(i) of the Act, Martin Prinsloo’s appointment by the Board as a director of the Company must be confirmed at this AGM of the Company by a new election. (See Martin Prinsloo’s resumé under ordinary resolution number 2).

Ordinary Resolutions Numbers 3 and 4:

Re-election of directors

In accordance with the MOI, one third of directors are required to retire at each AGM and may offer themselves for re-election. As such, Ms Given Sibiya and Dr Mavuso Msimang who retire by rotation are eligible and have availed themselves for re-election (See their resumés under ordinary resolution number 3 and 4). However, Mr Joaquim Chissano and Mr Andre Wilkens who also retire by rotation, although eligible, have not availed themselves for re-election and will be retiring from the Board effective as of the conclusion of the 2022 Annual General Meeting.

Ordinary Resolutions Numbers 5 to 9:

Re-election and election of audit and risk committee

In terms of section 94(2) of the Act, a public company must, at each AGM, elect an audit committee comprising at least 3 (three) members who are directors and who meet the criteria of section 94(4) of the Act. Regulation 42 to the Act specifies that one third of the members of the audit committee must have appropriate academic qualifications or experience in the areas as listed in the regulation.

The Board is satisfied that the proposed members of the audit and risk committee meet all relevant requirements.

Ordinary Resolution Number 10:

Re-appointment of external auditors

As announced on 1 July 2022 and in accordance with the mandatory audit firm rotation rule issued by the Independent Regulatory Board for Auditors, the Company intends to appoint Ernst & Young Incorporated (“EY”) as the external auditor for the Company with effect from the financial year commencing 1 July 2023, being the 2024 financial year. The Audit and Risk Committee has recommended, and the Board endorsed, the proposed appointment following the conclusion of a comprehensive tender process. The appointment is subject to shareholder approval at this AGM, 29 November 2022.

PricewaterhouseCoopers Incorporated has indicated its willingness to continue in office until the next AGM and ordinary resolution 10 proposes the reappointment of that firm as the Company’s auditors. Section 90(3) of the Act requires the designated audit partner to meet the criteria as set out in section 90(2) of the Act.

PricewaterhouseCoopers Incorporated, will continue to act as external auditors of the Company for the 2022 and 2023 financial years.

The Board is satisfied that both PricewaterhouseCoopers Incorporated and the designated audit partner meet all relevant requirements.

Ordinary Resolution Number 11:

Appointment of external auditors

Ernst & Young Incorporated has indicated its willingness to serve as auditors of the Company for the respective time period and ordinary resolution 11 proposes the appointment of that firm as the Company’s auditors. Section 90(3) of the Act requires the designated audit partner to meet the criteria as set out in section 90(2) of the Act.

The Board is satisfied that both Ernst & Young Incorporated and the designated audit partner meet all relevant requirements.

Ordinary Resolution Number 12:

Remuneration policy

King IV recommends that the remuneration policy of the Company be submitted to shareholders for consideration and for an advisory, non-binding vote to give shareholders an opportunity to indicate their support for or opposition to the material provisions of the remuneration policy.

Ordinary Resolution Number 13:

Approval of Implementation report

King IV recommends that the implementation report of the Company be submitted to shareholders for consideration and for an advisory, non-binding vote to give shareholders an opportunity to indicate their support for or opposition to the material provisions of the implementation of the remuneration policy.

In the event that 25% (twenty-five percent) or more of the votes are cast against ordinary resolutions number 12 and/or 13, the company undertakes to engage with dissenting shareholders in the manner stipulated in the remuneration report read with King IV.

Ordinary Resolution Number 14:

General authority to issue shares for cash

Ordinary resolution number 14 seeks to give the directors authority to issue the Company’s listed securities for cash as permitted by the Act, the MOI and the JSE Listings Requirements.

The Board confirms that there is no specific intention to use this authority as at the date of this Notice of AGM, but considers it advantageous to have the flexibility to take advantage of any business opportunity that may arise in future.

Special Resolution Number 1:

Pre-approval of non-executive directors’ remuneration

In terms of section 66(8) read with section 66(9) of the Act, companies may pay remuneration to directors for their services as directors unless otherwise provided by the MOI and on approval of shareholders by way of a special resolution. Executive directors are not specifically remunerated for their services as directors but as employees of the Company and, as such, the resolution, as included in this Notice of AGM, requests approval only for the remuneration paid to non-executive directors for their service as directors of the Company. The proposed fees are recommended for approval for a period of 2 (two) years from the date of this AGM or until such time as the non-executive directors’ remuneration is amended by way of special resolution of shareholders, whichever comes first.

GENERAL

Shareholders and proxies participating in the AGM are reminded that section 63(1) of the Act requires that reasonably satisfactory identification be presented for such shareholder or proxy to be allowed to participate in the AGM.

Form of proxy

To be completed by certificated shareholders and dematerialised shareholders with ‘own name registration only
	Harmony Gold Mining Company Limited (Incorporated in South Africa) (Registration number: 1950/038232/06)JSE share code: HAR ISIN: ZAE000015228 JSE share code: HAR NYSE: HMY (“Harmony” or the “Company”)

For use by certificated shareholders and dematerialised shareholders with “own-name” registration who are unable to attend and vote at the AGM to be held entirely by electronic communication on Tuesday, 29 November 2022 at 09:00 (South African Standard Time) or at any adjournment thereof.

Dematerialised Shareholders without “own-name” registration must not complete this Form of Proxy but should timeously inform their nominee, or, if applicable, their CSDP or stockbroker of their intention to participate in and vote at the AGM electronically and request such nominee, CSDP or stockbroker to issue them with the necessary letter of representation to attend or provide such nominee, CSDP or stockbroker with their voting instructions should they not wish to attend the AGM electronically but wish to be represented by proxy at such meeting. Such shareholders must not return this Form of Proxy to the Transfer Secretaries.

Each Shareholder is entitled to appoint a proxy (who need not be a member of the Company) to attend, speak and vote in place of that Shareholder at the AGM. Please read the notes to this form of proxy below.

I/We (please print names in full)
of (address)
being the holder/s of	shares in the Company, do hereby appoint:
1	or, failing him/her
2	or, failing him/her

The chairman of the annual general meeting, as my/our proxy to attend, speak and, on a poll or ballot, vote on my/our behalf at this annual general meeting of members or at any adjournment, and to vote or abstain from voting as follows on the ordinary and special resolutions to be proposed at such meeting:

ORDINARY RESOLUTIONS	For	Against	Abstain
Ordinary Resolution Number 1: To elect Bongani Nqwababa as a director
Ordinary Resolution Number 2: To elect Martin Prinsloo as a director
Ordinary Resolution Number 3: To re-elect Given Sibiya as a director
Ordinary Resolution Number 4: To re-elect Mavuso Msimang as a director
Ordinary Resolution Number 5: To re-elect John Wetton as a member of the audit and risk committee
Ordinary Resolution Number 6: To re-elect Karabo Nondumo as a member of the audit and risk committee
Ordinary Resolution Number 7: To re-elect Given Sibiya as a member of the audit and risk committee
Ordinary Resolution Number 8: To elect Bongani Nqwababa as a member of the audit and risk committee
Ordinary Resolution Number 9: To elect Martin Prinsloo as a member of the audit and risk committee
Ordinary Resolution Number 10: To reappoint the external auditors
Ordinary Resolution Number 11: To appoint the external auditors
Ordinary Resolution Number 12: To approve the remuneration policy
Ordinary Resolution Number 13: To approve the implementation report
Ordinary Resolution Number 14: To approve a general authority to issue shares for cash
SPECIAL RESOLUTIONS
Special Resolution Number 1: To pre-approve non-executive directors’ remuneration

Please indicate with an ‘X’ in the appropriate spaces above how you wish your vote to be cast. If no indication is given, the proxy may vote or abstain as he/she sees fit.

Signed at	this	day of	2022
Signature
Assisted by me, where applicable (name and signature)

Completed Forms of Proxy must be dated and signed by the shareholder appointing a proxy and must be lodged electronically with Transfer Secretaries. Shareholders are urged (but not required) to electronically deliver their completed Form of Proxy by no later than 09:00 (South African Standard Time) on Friday, 25 November 2022 to meetingservices@jseinvestorservices.co.za.

Please read the notes and instructions on the reverse side.

Notes to form of proxy

1.A Form of Proxy is only to be completed by those shareholders who are:

a.registered holders of shares in certificated form; or

b.holders of dematerialised shares of the Company in their own name.

2.If you have already dematerialised your shares through a CSDP or broker and wish to participate in and vote at the AGM, you must request your CSDP or broker to provide you with a letter of representation or instruct your CSDP or broker to vote by proxy on your behalf in terms of the agreement entered into between yourself and your CSDP or broker.

3.A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the space provided. The person whose name stands first on the Form of Proxy and who is present at the AGM will be entitled to act to the exclusion of those whose names follow.

4.On a poll, a shareholder who is present or represented by proxy will be entitled to that proportion of the total votes in the Company which the aggregate amount of the nominal value of the shares held by him/her bears to the aggregate amount of the nominal value of all the shares issued by the Company.

5.A shareholder’s instructions to the proxy must be indicated by inserting the relevant numbers of votes exercisable by the shareholder in the appropriate box. Failure to comply will be deemed to authorise the proxy to vote or to abstain from voting at the AGM as he/ she deems fit in respect of all the shareholder’s votes exercisable. A shareholder or the proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy, but the total of votes cast and in respect of which abstention is recorded may not exceed the total of votes exercisable by the shareholder or by the proxy.

6.Forms of Proxy (enclosed) must be dated and signed by the shareholder appointing a proxy and must be lodged electronically with JSE Investor Services Proprietary Limited. Shareholders are urged (but not required) to electronically deliver their completed Form of Proxy by no later than 09:00 (South African Standard Time) on Friday, 25 November 2022 to the offices of the Transfer Secretaries, JSE Investor Services Proprietary Limited, 13th Floor, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000, fax number: +27 86 674 2450, email meetingservices@jseinvestorservices.co.za).

7.Completing and lodging this Form of Proxy will not preclude the relevant shareholder from electronically attending the AGM and speaking and voting electronically to the exclusion of any proxy appointed in terms hereof.

8.Documentary evidence establishing the authority of a person signing this Form of Proxy in a representative capacity or other legal capacity must be attached to this Form of Proxy, unless previously recorded by the Transfer Secretaries or waived by the chairman of the AGM.

9.The completion of blank spaces overleaf need not be initialled. Any alteration or correction made to this Form of Proxy must be initialled by the signatory(ies).

10.Despite the aforegoing, the chairman of the AGM may waive any formalities that would otherwise be a prerequisite for a valid proxy.

11.If any shares are jointly held, all joint shareholders must sign this Form of Proxy. If more than one of those shareholders is present at the AGM either electronically or by proxy, the person whose name appears first in the Register will be entitled to vote.

Electronic participation form

Electronic participation in the Harmony Gold Mining Company Limited electronic annual general meeting to be held on 29 November 2022
	Harmony Gold Mining Company Limited (Incorporated in South Africa) (Registration number: 1950/038232/06)JSE share code: HAR ISIN: ZAE000015228 JSE share code: HAR NYSE: HMY (“Harmony” or the “Company”)

•Shareholders or their proxies who wish to participate in the annual general meeting via electronic communication (“Participants”), must apply to the Company’s meeting scrutineers to do so by emailing the form below (“the application”) to the email address of the Company’s meeting scrutineers, The Meeting Specialist (Proprietary) Limited (“TMS”), by no later than 09:00 (SA time) on 25 November 2022. The email address is as follows: proxy@tmsmeetings.co.za

•Shareholders who have dematerialised their shares, other than those shareholders who have dematerialised their shares with ‘own name’ registration, should contact their Central Securities Depository Participant (“CSDP”) or broker in the manner and time stipulated in their agreement with their CSDP or Broker:

–to furnish them with their voting instructions; and

–in the event that they wish to participate in the meeting, to obtain the necessary authority to do so.

•Participants will be able to vote during the annual general meeting through an electronic participation platform. Such participants, should they wish to have their vote(s) counted at the annual general meeting, must provide TMS with the information requested below.

•Each shareholder, who has complied with the requirements below, will be contacted between 25 and 29 November 2022 via email/mobile with a unique link to allow them to participate in the electronic annual general meeting.

•The cost of the participant’s phone call or data usage will be at his/her own expense and will be billed separately by his/her own telephone service provider.

•The cut-off time, for administrative purposes, to participate in the meeting will be 09:00am (SA time) on 25 November 2022.

•The participant’s unique access credentials will be forwarded to the email/mobile telephone provided below.

Application form

Name and surname of shareholder

Name and surname of shareholder representative (if applicable)

ID number of shareholder or representative

Email address

Mobile/cell number/Telephone number

Name of CSDP or Broker
(if shares are held in dematerialised format)

SCA number/Broker account number or Own name account number

Number of shares

Signature

By signing this form, I agree and consent to the processing of my personal information above for the purpose of participation in the general meeting.

Terms and conditions for participation at the Harmony Gold Mining Company Limited annual general meeting to be held on 29 November 2022 via electronic communication

•The cost of dialling in using a telecommunication line/webcast/web-streaming to participate in the annual general meeting is for the expense of the participant and will be billed separately by the participant’s own telephone service provider.

•The participant acknowledges that the telecommunication lines/webcast/web-streaming are provided by a third party and indemnifies Harmony Gold Mining Company Limited, the JSE Limited and TMS and/or their third-party service providers against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the telecommunication lines/webcast/web-streaming, whether or not the problem is caused by any act or omission on the part of the participant or anyone else. In particular, but not exclusively, the participant acknowledges that he/she will have no claim against Harmony Gold Mining Company Limited, the JSE Limited and TMS and/or its third-party service providers, whether for consequential damages or otherwise, arising from the use of the telecommunication lines/webcast/web-streaming or any defect in it or from total or partial failure of the telecommunication lines/webcast/web-streaming and connections linking the telecommunication lines/ webcast/web-streaming to the annual general meeting.

•Participants will be able to vote during the annual general meeting through an electronic participation platform. Such participants, should they wish tohave their vote(s) counted at the annual general meeting, must act in accordance with the requirements set out above.

•Once the participant has received the link, the onus to safeguard this information remains with the participant.

•The application will only be deemed successful if this application form has been fully completed and signed by the participant and delivered or emailed to TMS at proxy@tmsmeetings.co.za

Shareholder name:

Signature:

Date:

Important: You are required to attach a copy of your identity document/driver’s licence/passport when submitting the application.

Administrative and contact details

Harmony Gold Mining Company Limited

Harmony was incorporated and registered as a public company in South Africa on 25 August 1950

Registration number: 1950/038232/06

Corporate office

Randfontein Office Park

PO Box 2, Randfontein 1760, South Africa

Corner Main Reef Road and Ward Avenue,

Randfontein, 1759, South Africa

Telephone: +27 11 411 2000

Website: www.harmony.co.za

Directors

Dr PT Motsepe* (chairman)

KT Nondumo*^ (deputy chairman)

Dr M Msimang*^ (lead independent director)

PW Steenkamp** (chief executive officer)

BP Lekubo** (financial director)

HE Mashego** (executive director)

JA Chissano*#^

B Nqwababa*^

VP Pillay*^

M Prinsloo*^

GR Sibiya*^

PL Turner *^

JL Wetton*^

AJ Wilkens*

*    Non-executive

**    Executive

^    Independent

#    Mozambican

Investor relations

Email: HarmonyIR@harmony.co.za

Telephone: +27 11 411 6073 or +27 82 746 4120

Website: www.harmony.co.za

Company Secretariat

Email: companysecretariat@harmony.co.za

Telephone: +27 11 411 2359

Transfer secretaries

JSE Investor Services South Africa (Proprietary) Limited

(Registration number 2000/007239/07)

13th Floor, Rennie House, Ameshoff Street, Braamfontein

Johannesburg, South Africa

PO Box 4844, Johannesburg, 2000, South Africa

Email: info@jseinvestorservices.co.za

Telephone: +27 861 546 572 (South Africa)

Fax: +27 86 674 2450

American Depositary Receipts (ADRs)

Deutsche Bank Trust Company Americas

c/o American Stock Transfer and Trust Company

Operations Centre, 6201 15th Avenue, Brooklyn,

NY11219, United States

Email queries: db@astfinancial.com

Toll free (within US): +1 886 249 2593

Int: +1 718 921 8137

Fax: +1 718 921 8334

Sponsor

JP Morgan Equities South Africa (Proprietary) Limited

1 Fricker Road, corner Hurlingham Road, Illovo,

Johannesburg, 2196, South Africa

Private Bag X9936, Sandton, 2146, South Africa

Telephone: +27 11 507 0300

Fax: +27 11 507 0503

Trading symbols

JSE: HAR

NYSE: HMY

ISIN: ZAE 000015228