hmy-20240630

As filed with the Securities and Exchange Commission on October 31, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________

FORM 20-F


☐			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from___ to___

Commission file number: 001-31545

HARMONY GOLD MINING COMPANY LIMITED

(Exact name of registrant as specified in its charter)

Republic of South Africa

(Jurisdiction of incorporation or organization)

RANDFONTEIN OFFICE PARK, CNR WARD AVENUE AND MAIN REEF ROAD,

RANDFONTEIN, South Africa, 1759

(Address of principal executive offices)

Shela Mohatla, Group Company Secretary

Tel: +27 11 411 2359, shela.mohatla@harmony.co.za, fax: +27 11 696 9734,

Randfontein Office Park, CNR Ward Avenue and Main Reef Road, Randfontein, South Africa, 1759

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Ordinary shares, with no par value per share*	No*	New York Stock Exchange*
American Depositary Shares (as evidenced by American Depositary Receipts), each representing one ordinary share	HMY	New York Stock Exchange

* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. ☑

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the last full fiscal year covered by this Annual Report was 632,634,413 ordinary shares, with no par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☑

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer," "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☑			Accelerated filer ☐			Non-accelerated filer ☐			Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


US GAAP ☐			International Financial Reporting Standards as issued by the International Accounting Standards Board ☑			Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

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TABLE OF CONTENTS


PART I
	ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
	ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
	ITEM 3.	KEY INFORMATION	1
	ITEM 4.	INFORMATION ON THE COMPANY	36
	ITEM 4A.	UNRESOLVED STAFF COMMENTS	156
	ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	156
	ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	175
	ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	175
	ITEM 8.	FINANCIAL INFORMATION	176
	ITEM 9.	THE OFFER AND LISTING	177
	ITEM 10.	ADDITIONAL INFORMATION	178
	ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	184
	ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	186
PART II
	ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	187
	ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	187
	ITEM 15.	CONTROLS AND PROCEDURES	187
	ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	188
	ITEM 16B.	CODE OF ETHICS	188
	ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	188
	ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	189
	ITEM 16E.	PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	189
	ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	189
	ITEM 16G.	CORPORATE GOVERNANCE	189
	ITEM 16H.	MINE SAFETY DISCLOSURE	190
	ITEM 16 I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	194
	ITEM 16 J .	INSIDER TRADING POLICIES	194
	ITEM 16 K .	CYBERSECURITY	194
PART III
	ITEM 17.	FINANCIAL STATEMENTS	196
	ITEM 18.	FINANCIAL STATEMENTS	196
	ITEM 19.	EXHIBITS	197
SIGNATURE

This document comprises the annual report on Form 20-F for the year ended June 30, 2024 (“Harmony 2024 Form 20-F”) of Harmony Gold Mining Company Limited (“Harmony” or the “Company”). Certain of the information in the Harmony's 2024 suite of reports, including from its Integrated report 2024, Environmental, social and governance ("ESG") report 2024 as well as the Climate action and impact report 2024, included in Exhibit 15.1 (“Integrated Annual Report for the 20-F 2024”) is incorporated by reference into the Harmony 2024 Form 20-F, as specified elsewhere in this report, in accordance with Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). With the exception of the items so specified, the Integrated Annual Report for the 20-F 2024 is not deemed to be filed as part of the Harmony 2024 Form 20-F.

Only (i) the information included in the Harmony 2024 Form 20-F, (ii) the information in the Integrated Annual Report for the 20-F 2024 that is expressly incorporated by reference in the Harmony 2024 Form 20-F and (iii) the exhibits to the Harmony 2024 Form 20-F that are required to be filed pursuant to the Form 20-F (the “Exhibits”), shall be deemed to be filed with the Securities and Exchange Commission (“SEC”) for any purpose. Any information in the Integrated Annual Report for the 20-F 2024 which is not referenced in the Harmony 2024 Form 20-F or filed as an Exhibit, shall not be deemed to be so incorporated by reference.

Financial and other material information regarding Harmony is routinely posted on and accessible at the Harmony website, www.harmony.co.za. No material referred to in this annual report as being available on our website is incorporated by reference into, or forms any part of, this annual report. References herein to our website shall not be deemed to cause such incorporation.

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USE OF TERMS AND CONVENTIONS IN THIS ANNUAL REPORT

Harmony Gold Mining Company Limited is a corporation organized under the laws of the Republic of South Africa. As used in this Harmony 2024 Form 20-F, unless the context otherwise requires, the terms “Harmony” and “Company” refer to Harmony Gold Mining Company Limited; the term “South Africa” refers to the Republic of South Africa; the terms “we”, “us” and “our” refer to Harmony and, as applicable, its direct and indirect subsidiaries as a “Group”.

In this annual report, references to “R”, “Rand” and “c”, “cents” are to the South African Rand, the lawful currency of South Africa, “A$” and “Australian dollars” refers to Australian dollars, “K” or “Kina” refers to Papua New Guinean Kina and references to “$”, “US$” and “US dollars” are to United States dollars.

This annual report contains information concerning our gold reserves. While this annual report has been prepared in accordance with United States Securities and Exchange Commission Regulation S-K 1300, it is based on assumptions which may prove to be incorrect. See Item 3: “Key Information - Risk Factors - Risks Related to Our Operations and Business - Estimations of our reserves are based on a number of assumptions, including mining and recovery factors, future cash costs of production, exchange rates, and relevant commodity prices; as a result, metals produced in future may differ from current estimates.”

This annual report contains descriptions of gold mining and the gold mining industry, including descriptions of geological formations and mining processes. We have explained some of these terms in the Glossary of Mining Terms included in this annual report. This glossary may assist you in understanding these terms.

All references to websites in this annual report are intended to be inactive textual reference for information only and information contained in or accessible through any such website does not form a part of this annual report.

PRESENTATION OF FINANCIAL INFORMATION

Harmony is a South African company and the majority of the Group operations are located in South Africa. Accordingly, our books of account are maintained in South African Rand and our annual financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). This annual report includes our consolidated financial statements prepared in accordance with IFRS presented in the functional currency of the Company, being South African Rand. All financial information, except as otherwise noted, is stated in accordance with IFRS.

In this annual report, we also present “cash costs”, “cash costs per ounce”, “cash costs per kilogram”, “all-in sustaining costs”, “all-in sustaining costs per ounce”, “all-in sustaining costs per kilogram” and "operating free cash flows", which are non-GAAP measures. An investor should not consider these items in isolation or as alternatives to production costs, cost of sales or any other measure of financial performance presented in accordance with IFRS. The calculation of cash costs, cash costs per ounce/kilogram, all-in sustaining costs, all-in sustaining costs per ounce/kilogram and operating free cash flows, may vary significantly among gold mining companies and, by themselves, do not necessarily provide a basis for comparison with other gold mining companies. Nevertheless, Harmony believes that cash costs, cash costs per ounce/kilogram, all-in sustaining costs and all-in sustaining costs per ounce/kilogram are useful indicators to investors and management as they provide an indication of profitability, efficiency and cash flows, the trend in costs as the mining operations mature over time on a consistent basis and an internal benchmark of performance to allow for comparison against other mines, both within the Group and at other gold mining companies. For further information, see Item 5: “Operating and Financial Review and Prospects - Key factors affecting our results – Costs" and :- Reconciliation of Non-GAAP Measures”.

We have included the US dollar equivalent amounts of certain information and transactions in Rand, Kina and A$. Unless otherwise stated, we have translated assets and liabilities at the spot rate for the day, while the US$ equivalents of cash costs and all-in sustaining costs have been translated at the average rate for the year (R18.70 per US$1.00 for fiscal 2024 and R17.76 per US$1.00 for fiscal 2023). By including these US dollar equivalents in this annual report, we are not representing that the Rand, Kina and A$ amounts actually represent the US dollar amounts, as the case may be, or that these amounts could be converted at the rates indicated.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), with respect to our financial condition, results of operations, business strategies, operating efficiencies, competitive positions, growth opportunities for existing services, plans and objectives of management, markets for stock and other matters.

These forward-looking statements, including, among others, those relating to our future business prospects, revenues, and the potential benefit of acquisitions (including statements regarding growth and cost savings) wherever they may occur in this annual report and the exhibits to this annual report, and including any climate change-related statements, targets and metrics, are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors, including those set forth in this annual report. All statements other than statements of historical facts included in this report may be forward-looking statements. Forward-looking statements also often use words such as “will”, “forecast”, “potential”, “estimate”, “expect” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances and should be considered in light of various important factors, including those set forth in this disclaimer. Readers are cautioned not to place undue reliance on such statements. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation:

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•overall economic and business conditions in South Africa, Papua New Guinea, Australia and elsewhere;

•the impact from, and measures taken to address, the coronavirus disease ("Covid-19") pandemic and other contagious diseases, such as HIV and tuberculosis;

•high and rising inflation, supply chain issues, volatile commodity costs and other inflationary pressures exacerbated by the Russian invasion of Ukraine and subsequent sanctions;

•estimates of future earnings, and the sensitivity of earnings to gold and other metals prices;

•estimates of future gold and other metals production and sales;

•estimates of future cash costs;

•estimates of future cash flows, and the sensitivity of cash flows to gold and other metals prices;

•estimates of provision for silicosis settlement;

•increasing regulation of environmental and sustainability matters such as greenhouse gas (“GHG”) emission and climate change, and the impact of climate change on our operations;

•estimates of future tax liabilities under the Carbon Tax Act (as defined below);

•statements regarding future debt repayments;

•estimates of future capital expenditures;

•the success of our business strategy, exploration and development activities and other initiatives;

•future financial position, plans, strategies, objectives, capital expenditures, projected costs and anticipated cost savings and financing plans;

•estimates of reserves statements regarding future exploration results and the replacement of reserves;

•the ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions, as well as at existing operations;

•fluctuations in the market price of gold and other metals;

•the occurrence of hazards associated with underground and surface gold mining;

•the occurrence of labor disruptions related to industrial action or health and safety incidents;

•ageing infrastructure, unplanned breakdowns and stoppages that may delay production, increase costs and industrial accidents;

•power cost increases as well as power stoppages, fluctuations and usage constraints;

•supply chain shortages and increases in the prices of production imports and the availability, terms and deployment of capital;

•our ability to hire and retain senior management, sufficiently technically-skilled employees, as well as our ability to achieve sufficient representation of historically disadvantaged persons in management positions or sufficient gender diversity in management positions or at Board level;

•our ability to comply with requirements that we operate in a sustainable manner and provide benefits to affected communities;

•potential liabilities related to occupational health diseases;

•changes in government regulation and the political environment, particularly tax and royalties, mining rights, health, safety, environmental regulation and business ownership including any interpretation thereof;

•court decisions affecting the mining industry, including, without limitation, regarding the interpretation of mining rights;

•our ability to protect our information technology and communication systems and the personal data we retain;

•risks related to the failure of internal controls;

•the outcome of pending or future litigation or regulatory proceedings;

•fluctuations in exchange rates and currency devaluations and other macroeconomic monetary policies, as well as the impact of South Africa exchange control regulations;

•the adequacy of the Group’s insurance coverage;

•any further downgrade of South Africa's credit rating;

•socio-economic or political instability in South Africa, Australia, Papua New Guinea and other countries in which we operate;

•changes in technical and economic assumptions underlying our mineral reserves estimates;

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•geotechnical challenges due to the ageing of certain mines and a trend toward mining deeper pits and more complex, often deeper underground, deposits; and

•actual or alleged breach or breaches in governance processes, fraud, bribery or corruption at our operations that leads to censure, penalties or negative reputational impacts.

The foregoing factors and others described under “Risk Factors” should not be construed as exhaustive.

We undertake no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events, except as required by law. All subsequent written or oral forward-looking statements attributable to Harmony or any person acting on its behalf are qualified by the cautionary statements herein.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. [Reserved]

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

In addition to the other information included in this annual report and the exhibits, you should also carefully consider the following factors related to our ordinary shares and American Depositary Shares ("ADSs"). There may be additional risks that we do not currently know of or that we currently deem immaterial based on information currently available to us. Although we have a formal risk policy framework in place, the maintenance and development of which is undertaken on an ongoing basis so as to help management address systematic categories of risk associated with our business operations, any of these risks could have a material adverse effect on our business, financial condition or results of operations, leading to a decline in the trading price of our ordinary shares or our ADSs. The risks described below may, in retrospect, turn out to be incomplete and therefore may not be the only risks to which we are exposed. Additional risks and uncertainties not presently known to us or that we now believe are immaterial (and have therefore not been included), could also adversely affect our business, results of operations or financial condition. The order of presentation of the risk factors below does not indicate the likelihood of their occurrence or the magnitude or the significance of the individual risks.

Summary of Risk Factors

Risks Related to Our Industry

1.We are exposed to the impact of any significant decreases in the commodity prices on our production

2.The impact from, and measures taken to address infectious and communicable diseases, such as Covid-19, HIV/AIDS and tuberculosis, pose risks to us in terms of productivity and costs and may adversely affect our people, and may impact our business continuity, operating results, cash flows and financial condition

3.The nature of our mining operations presents safety risks

4.Mining companies face strong competition and industry consolidation

5.Laws governing health and safety affect our business and could impose significant costs and burdens

6.Since our labor force has substantial trade union participation, we face the risk of disruption from labor disputes and non-procedural industrial action resulting in loss of production and increased labor costs impacting negatively on production and financial results

7.Laws governing mineral rights affect our business and could impose significant costs and obligations; mineral rights in the countries in which we operate could be altered, suspended or canceled for a variety of reasons, including breaches in our obligations in respect of such mining rights

8.Our financial flexibility could be constrained by the Exchange Control Regulations of the countries in which we operate

Risks Related to Our Operations and Business

1.Risks associated with pumping water inflows from closed mines adjacent to our operations, including related closure liabilities, could adversely affect our operational results

2.Infrastructure constraints and aging infrastructure could adversely affect our operations

3.Disruptions to electricity supply and rising power costs: Impact on operations and financial results

4.Illegal mining and other criminal activity at our operations, including theft of gold and gold-bearing material, could pose a threat to the safety of employees, result in damage to property and could expose us to losses, business disruption and liability

5.Actual and potential shortages of production inputs and supply chain disruptions may affect our operational results

6.Fluctuations in insurance cost and availability could adversely affect our operating results and our insurance coverage may prove inadequate to satisfy future claims

7.We compete with mining and other companies for key human resources with critical skills and our inability to retain key personnel could have an adverse effect on our business

8.The use of contractors at certain of our operations may expose us to delays or suspensions in mining activities and increases in mining costs

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9.We are dependent on a number of highly-integrated communication and information and technology (''IT'') systems, any major disruption to which could have an adverse effect on our operations and financial results

10.Estimations of our reserves are based on a number of assumptions, including mining and recovery factors, future cash costs of production, exchange rates, and the relevant commodity prices; as a result, metals produced in future may differ from current estimates

11.Our operations have limited proved and probable reserves; exploration for additional resources and reserves is speculative in nature, may be unsuccessful and involves many risks

12.We are subject to the risk of litigation, the causes and costs of which are not always known

13.The risk of unforeseen difficulties, delays or cost in implementing our business strategy and projects may lead to us not delivering the anticipated benefits of our strategy and projects; in addition, actual cash costs, capital expenditure, production and economic returns may differ significantly from those anticipated by feasibility studies for new development projects

Risks Related to ESG

1.Increasing scrutiny and changing expectations from our stakeholders, including communities, governments and non-governmental organization ("NGOs") as well as investors, lenders and other market participants, with respect to our ESG performance and policies may impose additional costs or expose us to additional risks

2.We are subject to extensive environmental regulations in the countries in which we operate

3.The socio-economic framework in the regions in which we operate may have an adverse effect on our operations and profits

4.Given the nature of mining and the type of mines we operate, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and pollution compliance breaches

5.Mining companies are increasingly expected to provide benefits to affected communities; failure to comply with, and beyond, our legal obligations could result in lawsuits, additional operational costs, investor divestment and impact our “social license to operate”, which could adversely impact our business, operating results and financial condition; we are finding increasing expectations on our business to provide social investment beyond our legal obligations especially as communities demand services and basic infrastructure from companies such as Harmony (where local government has failed the communities)

6.We may not be able to meet our ESG targets due to unforeseen factors beyond our control

7.Compliance with emerging climate change regulations could result in significant costs for us

8.Climate change may present physical risks to our operations and carbon tax projections may have serious financial implications to our business profitability and sustainability

9.The cost of occupational health care services and the potential liabilities related to occupational health diseases may increase in future and may be substantial

10.Our operations are subject to water use and other licenses, which could impose significant costs

11.Compliance with tailings management requirements and standards, and potential liabilities in the event of a failure to timely comply or an incident involving a tailings storage facility, could adversely impact our financial condition, our operational results and our reputation

12.We may have exposure to rehabilitate potential groundwater and land pollution, which may include salination, and radiation contamination that may exist where we have operated or continue to operate; implementation of the financial provision regulations may require us to include provision in our financial statements for rehabilitation

13.Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance

Risks Related to Our Corporate and Financing Structure and Strategy

1.Our inability to maintain effective disclosure controls and procedures, and an effective system of internal control over financial reporting may have an adverse effect on investors’ confidence in the reliability of our financial statements and other disclosures

2.We may experience problems in identifying, financing and managing new acquisitions or other business combination transactions and integrating them with our existing operations; we may not have full management control over future joint venture projects

3.Certain factors may affect our ability to support the carrying value of our property, plant and equipment, and other assets on our balance sheet, resulting in impairments

4.Our ability to service our debt will depend on our future financial performance and other factors

5.We are subject to the imposition of various regulatory costs, such as mining taxes and royalties, changes to which may have a material adverse effect on our operations and profits; our operations and financial condition could also be adversely affected by policies and legislation related to greater state intervention in the mining sector and potentially the expropriation of mining assets without compensation

6.Sales of large quantities of our ordinary shares and ADSs, or the perception that these sales may occur, could adversely affect the prevailing market price of such securities

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7.As we have a significant number of shares that may be issued in terms of the employee share schemes, our ordinary shares are subject to dilution

8.The continued status of South Africa’s credit rating as non-investment grade, as well as the grey-listing of South Africa by the Financial Action Task Force ("FATF"), may have an adverse effect on our ability to secure financing on favorable terms.

9.We may not pay dividends or make similar payments to our shareholders in the future

Market Risks

1.The profitability of our operations, and cash flows generated by those operations, are affected by changes in the price of gold and other metals; a fall in the gold price below our cash cost of production and capital expenditure required to maintain production for any sustained period may lead to losses and require us to curtail or suspend certain operations

2.Fluctuations in input production prices linked to commodities may adversely affect our operational results and financial condition

3.Foreign exchange fluctuations could have a material adverse effect on our operational results and financial condition

4.Fluctuations in the exchange rate of currencies may reduce the market value of our securities, as well as the market value of any dividends or distributions paid by us

5.Rising inflation and geopolitical risks may have a material adverse effect on our business, operating results and financial condition

6.Investors may face liquidity risk in trading our ordinary shares on the JSE Limited

7.Shareholders outside South Africa may not be able to participate in future issues of securities (including ordinary shares)

8.Global, social, political and economic conditions could adversely affect the profitability of our operations

Other Regulatory and Legal Risks

1.Breaches in our IT security processes and violations of data protection laws may adversely impact our business activities and lead to public and private censure, regulatory penalties, fines and/or sanctions and may damage our reputation

2.Failure to comply with laws, regulations, codes and standards, policies and procedures or contractual obligations may lead to fines and penalties, loss of licenses or permits, may negatively affect our financial results, and adversely affect our reputation

3.Investors in the United States may have difficulty bringing actions, and enforcing judgments, against us, our directors and our executive officers based on the civil liabilities provisions of the federal securities laws or other laws of the United States or any state thereof

4.US securities laws do not require us to disclose as much information to investors as a US company is required to disclose, and investors may receive less information about us than they might otherwise receive from a comparable US company

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Risks Related to Our Industry

We are exposed to the impact of any significant decreases in the commodity prices on our production

As a rule, we sell our gold and silver at the prevailing market price. In order to manage commodity price risk we maintain a commodity hedging program. Our remaining unhedged future production is not protected against decreases. If the gold or silver price should decrease significantly, our revenues may be materially adversely affected, which could in turn, materially adversely affect our operating results and financial condition.

The impact from, and measures taken to address infectious and communicable diseases, such as Covid-19,

HIV/AIDS and tuberculosis, pose risks to us in terms of productivity and costs and may adversely affect our people, and may impact our business continuity, operating results, cash flows and financial condition

Many of our employees and contractors work in close proximity to each other in underground and surface mines, and live in close quarters in accommodation provided or supported by us. This renders them particularly vulnerable to the spread of communicable diseases.

The World Health Organization ("WHO") has downgraded Covid-19 from a global emergency to a disease monitored at a country level. In South Africa the disease remains a threat (especially to our HIV positive population) due to the emergence of new variants which may be more infectious and/or more lethal. Considering the geographic distribution of our mining operations across South Africa, there is a risk of disruptions to workforce health and safety.

The prevalence of HIV in Harmony remains high due to historical migrant labor repercussions, as well as other factors. A high proportion of employees have been identified and placed on treatment, however, the status of a significant population remains unknown - potentially posing labor availability and cash flow uncertainty. Furthermore, tuberculosis ("TB") in Harmony (and in the gold-mining industry generally) remains high despite the progress made by Harmony's management program. Although there is a declining trend in the TB incident rate, Harmony's rate is above the national incidence rate mainly due to HIV and exposure to silica.

We are committed to allocating financial resources on preventative measures such as vaccine rollouts, promotion and education. Any new measures may result in additional costs incurred or interference with management's and/or employees’ productivity.

Our property and business interruption insurance and liability may not cover or be sufficient to fully cover any of our losses resulting from public health emergencies and other events that could disrupt our operations. See “– Risks related to Our Operations and Business - Fluctuations in insurance cost and availability could adversely affect our operating results and our insurance coverage may prove inadequate to satisfy future claims”.

The full extent to which infectious and communicable diseases will impact our operational and financial performance, whether directly or indirectly, will depend on future developments, which are highly uncertain and cannot be predicted. Any disruption to production or increased operational costs as a result of these diseases could have a material adverse effect on our business, operating results and financial condition.

The nature of our mining operations presents safety risks

Mining, and particularly the conduct of activities underground, is an inherently risky activity, presenting potential health, safety, industrial, environmental and other risks for our operations, employees and communities within which we operate. These and other risks identified elsewhere in this annual report also could lead to the suspension and potential closure of operations for indeterminate periods. Safety risks, even in situations where no injuries occur, can have a material adverse effect on our results of operations and financial condition. See Item 4: “Information on the Company - Business Overview - Regulation - Health and Safety - South Africa” and “Integrated Annual Report for the 20-F 2024 – Social – Safety and Health and wellness" on pages 168 to 179 and 180 to 188.

Mining companies face strong competition and industry consolidation

The mining industry is competitive in all of its phases. We compete with other mining companies and individuals for specialized equipment, components and supplies necessary for exploration and development, for mining claims and leases on exploration properties and for the acquisition of mining assets. These competitors may have greater financial resources, operational experience and technical capabilities than us. Competition may increase our cost of acquiring suitable claims, properties and assets, which could have a material adverse effect on our financial condition.

Further, industry consolidation may lead to increased competition due to lesser availability of mining and exploration assets. Similar consolidations in the form of acquisitions, business combinations, joint ventures, partnerships or other strategic relationships may continue in the future. The companies or alliances resulting from these transactions or any further consolidation involving our competitors may benefit from greater economies of scale as well as significantly larger and more diversified asset bases than us.

Such developments could have a material adverse effect on our business, operating results and financial condition.

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Laws governing health and safety affect our business and could impose significant costs and burdens

South Africa

In South Africa, the Mine Health and Safety Act, 29 of 1996 (“MHSA”), requires that employers implement various measures to ensure the safety and health of persons working at a mine as far as reasonably practicable. This obligation may be extended by the employer in terms of an agreement with independent contractors who work at the mine. However, contractor employees are regarded as the employees of the employer for purposes of the MHSA. The obligations of the employer include the identification and assessment of risk, implementation of codes of practice and standards setting out safe work procedures, proper and appropriate training, supervision, medical surveillance and the provision of safe equipment, machinery and personal protective equipment. Further, pursuant to the MHSA we must ensure compliance with various licenses, permissions or consents that have been issued to it pursuant to the various provisions of applicable legislation.

In June 2022, the Minister of Mineral Resources and Energy ("Minister") released a draft Mine Health and Safety Amendment Bill 2022 (the "MHSA Amendment Bill") for public comment which closed July 29, 2022 and no subsequent changes have been made to the proposed legislation. At present there is no indication whether the final bill will be published for further comment or when the MHSA Amendment Bill will be enacted as a final statute. In terms of the MHSA Amendment Bill certain provisions of the MHSA will be amended. The MHSA Amendment Bill contains a number of provisions which, if enacted in their present form, could have a material adverse effect on our business, operating results and financial condition. The MHSA Amendment Bill provides for (among others things) an increase in the monetary value of the fines that may be imposed in respect of instances of non-compliance, more direct involvement of executives (particularly CEOs), stricter liability in instances of non-compliance, and changes to the obligations relating to training and the formulation of training programs. The MHSA Amendment Bill also introduces a new offence of corporate manslaughter, being that the employer will contravene or fail to comply with the MHSA if it fails to comply with a duty in terms of the MHSA and if such conduct resulted in a person’s death or in serious injury or illness of a person. The effect of the provisions in the MHSA Amendment Bill are of that the defenses on which the employer may rely to escape liability, are limited. See Item 4: “Information on the Company - Business Overview - Regulation - Health and Safety - South Africa”

Australia

In the State of Queensland, where our Eva Copper Project is situated, the safety of employees, contractors and third parties concerning mining operations is regulated by the Mining and Quarrying Safety and Health Act 1999 (Qld) (the "MQSH Act") and the Mining and Quarrying Safety and Health Regulation 2017 (the "MQSH Regulations"). The MQSH Act and the MQSH Regulations contain provisions that place certain obligations on Harmony to protect the safety and health of persons at mines and persons who may be affected by its operations.

Resources Safety and Health Queensland (“RSHQ”) is the independent regulator responsible for administering, monitoring and enforcing compliance with the MQSH Act. Responsibility for prosecution of “serious offences” under the MQSH Act fall with the independent Office of the Work Health and Safety Prosecutor of Queensland (the "WHS Prosecutor"). A “serious offence” is committed where a person who has a safety and health obligation breaches it in circumstances where the breach:

•causes death, or grievous bodily harm, or bodily harm, or

•involves exposure of a person to a substance likely to cause death or grievous bodily harm; or

•is an offence under the Industrial Manslaughter provisions of the MQSH Act; or

•amounts to an offence prescribed by the MQSH Regulations.

Other offences (i.e., non-serious offences) may be prosecuted by either the WHS Prosecutor or the chief executive officer of RSHQ. Queensland legislation also allows any person to request that the WHS Prosecutor commence a prosecution against another person in certain circumstances, i.e., when the person reasonably considers the other person has committed a “serious offence” and no prosecution has been brought in relation to the act, in which instance the WHS Prosecutor has three months to investigate and respond.

Breaches of these obligations may result in prosecutions leading to material fines and other penalties including imprisonment; they may also result in a direction to suspend operations. Any such penalties could have a material adverse effect on our business, operating results and financial condition.

See Item 4: “Information on the Company – Business Overview – Regulation – Health and Safety – Australia”.

Papua New Guinea

In the Independent State of Papua New Guinea (“PNG”), the safety of employees, contractors and third parties at our mining operations is regulated by the PNG Mining (Safety) Act 1977 (the "PNG Mining (Safety) Act") and the Regulations issued thereunder. Pursuant to section 6(1)(e)(i) of the PNG Mining (Safety) Act, an inspector has the power to order the cessation of operations on any part of a mine for such unlimited time as he or she considers may be necessary to satisfy the safety provisions of the PNG Mining (Safety) Act. Such order for cessation can often result in lower or a total stoppage of production resulting in significant financial losses during and following the cessation.

The mining regime in PNG, including the PNG Mining (Safety) Act and Regulations, is currently the subject of comprehensive ongoing review, which may result in changes which will affect our operations and projects in PNG. In 2021, the PNG Ministry of Mining’s Department of Mineral Policy and Geohazards Management (“DMPGM”) released a draft Mine and Works (Safety and Health) Bill 2021 (the "MWSH Bill") and has subsequently proposed various other amendments to the PNG Mining (Safety) Act, however has not enacted the MWSH Bill or other amendments.

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New laws, if enacted, could increase the overall regulatory burden on our operations and projects in PNG. See Item 4: “Information on the Company – Business Overview - Regulation - Health and Safety – Papua New Guinea”.

General - Fines, Penalties and Costs of Compliance

An employer may be subjected to significant penalties and/or administrative fines for non-compliance under applicable health and safety laws and regulations in the jurisdictions in which we operate.

Depending on the particular circumstances, litigation (criminal and/or civil) may be instituted against the employer in respect of an accident or incident which has resulted in the injury, death or occupational disease contracted by an employee (or contractor employee). In some of the jurisdictions in which we operate, the regulatory authority also issues closure notices for the operation or parts thereof, following the threat of potential occurrence of an injury or death. In the past, certain of our operations have also been temporarily suspended for safety reasons. Such closure notices or suspensions, if of sufficient magnitude, could have a material adverse effect on our business, operating results or financial condition.

Any further changes to the health and safety laws and regulations in the jurisdictions in which we operate which increase the burden of compliance on the employer and impose higher penalties for non-compliance may result in us incurring further significant costs, which could have a material adverse effect on our business, operating results and financial condition. In addition, our reputation could be damaged by any significant governmental investigation or enforcement of health and safety laws, regulations, codes or standards, which could also have a material adverse effect on our business, operating results and financial condition.

Since our labor force has substantial trade union participation, we face the risk of disruption from labor disputes and non-procedural industrial action resulting in loss of production and increased labor costs impacting negatively on production and financial results

South Africa

In South Africa, our labor force has substantial trade union participation. There are periods when various stakeholders are unable to resolve disputes through resolution processes. Disruptive activities on the part of labor, which normally differ in intensity, then become unavoidable. Due to the high level of union membership, which is about 95% among our employees, we are at risk of production stoppages for indefinite periods due to strike action, especially in the form of wildcat strike action. Inter-union rivalry may increase the risk of labor relations instability. In addition, in South Africa, a variety of legacy issues such as housing, migrant labor, education, poor service delivery and youth unemployment can lead to communities and unions working together to create instability in and around mining operations.

On April 4, 2024, Harmony announced the acceptance of a five-year wage agreement by the unions, effective from July 1, 2024. However, we are not able to predict whether we will experience significant labor disputes in the future, nor what the financial impact of any such disputes may be. Any labor unrest and disruptions caused by such labor disputes could have a material adverse effect on our results of operations and financial condition. See Item 4: “Information on the Company – Business Overview – Regulation – Labor Relations”, “Integrated Annual Report for the 20-F 2024 – Social – Caring for our employees” on pages 189 to 196. South African employment law sets out minimum terms and conditions of employment for employees. Although these may be improved by agreements between us and the trade unions, prescribed minimum terms and conditions form the benchmark for all employment contracts. See “Integrated Annual Report for the 20-F 2024 – Harmony – Material matters” on pages36 to 43.

We are required to submit a report under South African employment law detailing the progress made towards achieving employment equity in the workplace. If this report is not submitted, we could incur substantial penalties.

Developments in South African employment law may increase our cash costs of production or alter our relationship with our employees and trade unions, which may have an adverse effect on our business, operating results and financial condition.

Australia

In Queensland, there are a number of well-established mining unions, particularly in the coal and energy sectors. At present, our Australian workforce is not unionized. However, if the Eva Copper Project moves into the development and operational phases, there is a risk that the level of unionization may rise significantly.

Increased unionization may give rise to increased costs or labor disruptions, which could have a material adverse effect on our results of operations and financial condition.

Papua New Guinea

In PNG, the workforce in our mining operations is not significantly unionized, and attempts to unionize have had little employee support.

General

In the event that we experience industrial relations related interruptions at any of our operations or in other industries that impact our operations, or increased employment-related costs due to union or employee activity, these may have a material adverse effect on our business, production levels, operating costs, production targets, operating results, financial condition, reputation and future prospects. In addition, mining conditions can deteriorate during extended periods without production, such as during and after strikes; lower levels of mining activity can have a longer term impact on production levels and operating costs, which may affect our mines’ operating life, which could have a material adverse effect on our business, operating results and financial condition.

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Laws governing mineral rights affect our business and could impose significant costs and obligations; mineral rights in the countries in which we operate could be altered, suspended or canceled for a variety of reasons, including breaches in our obligations in respect of such mining rights

Our operations in South Africa, Australia and PNG are subject to legislation regulating mineral rights. Certain of the Company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including indigenous peoples. The presence of those stakeholders may therefore have an impact on our ability to develop or operate our mining interests.

South Africa

In South Africa, we are governed by the Mineral and Petroleum Resources Development Act, 28 of 2002 (“MPRDA”). See Item 4: “Information on the Company - Business Overview - Regulation - Mineral Rights - South Africa - MPRDA” for a description of the principal objectives set out in the MPRDA.

On July 11, 2024, during the Department of Mineral Resources and Energy ("DMRE'') 2024/25 Budget announcement following South Africa's general elections, the Minister announced that the DMRE would split into two separate ministries: the Department of Mineral and Petroleum Resources and the Department of Electricity and Energy, which split has been subsequently implemented. In addition, the Minister indicated that the DMRE (as it still is currently) was in the process of drafting amendments to the MPRDA to address certain perceived deficiencies and to bring the legislation in line with international best practice. On August 16, 2024, the DMRE released a high-level presentation on its proposed amendments to the MPRDA which will be introduced through the Mineral Resources Development Amendment Bill, 2024 ("Amendment Bill"). In September 2024, the DMRE hosted presentations and Q&A sessions with various stakeholders. The Amendment Bill will in due course be gazetted and published for public comment for a period of 60 days. While we have an idea of what amendments the DMRE want to introduce, no stakeholders and/or industry players have seen the actual proposed amendments to the MPRDA. At this point, the above is a recordal of the current position in relation to any proposed amendments and that it is unknown as to what risk the proposed amendments will present. Once the proposed amendments are published in draft form for public comment – and again, we are unsure as to the timing of this – then specific risks can be raised at that point in time.

Regulations under the MPRDA

On March 27, 2020 the Minister published for implementation amendments to the regulations promulgated pursuant to the MPRDA in 2004 (the “MPRDA Regulations” and as amended the “Amended Regulations”). The Amended Regulations include the following notable changes:

•Mining right applicants must “meaningfully consult” with landowners, lawful occupiers and interested and affected parties in accordance with the procedures contemplated under the Environmental Impact Assessment Regulations, 2014 (the “EIA Regulations”). The office of the Regional Manager is permitted to participate as an observer in these processes.

•Mining right holders must, pursuant to their social and labor plans (“SLPs”), contribute to the socio-economic development in the areas in which they operate and labor sending areas (i.e. a local municipality which a majority of mine workers consider to be their primary residence). This requirement may impose obligations on mining right holder to effect measures in communities that are located far away from the mine and / or could give rise to some social issues.

•Although most of the provisions regulating environmental matters have been deleted from the Amended Regulations, those sections dealing with mine closure have been retained but have been amended to state that mine closure must be regulated pursuant to the National Environmental Management Act, 107 of 1998 (“NEMA”), the EIA Regulations and the Financial Provision Regulations, 2015 (as they may be amended). As discussed in Item 4: “Information on the Company – Business Overview – Regulation - Laws and Regulations Pertaining to Environmental Protection – South Africa” it is anticipated that the Financial Provision Regulations, 2015 will be replaced by revised regulations following further engagement with the mining industry.

•The appeal process in the MPRDA Regulations has been replaced with a more comprehensive procedure that includes specific time periods within which appellants, respondents and the competent authority must submit appeals, responses or consider appeals (as the case may be). Although there is no guarantee that the parties will comply with these time periods, the time periods are intended to hold the parties accountable and to ensure that appeals are resolved in a timely manner.

The Mining Charter

On September 27, 2018, the Minister published the Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2018 (“Mining Charter III”), on which date it also became effective, as amended by the notice published in the Government Gazette on December 19, 2018 and read with the Implementation Guidelines for the Broad Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2018 (“Implementation Guidelines”) published on the same date. It replaces, in their entirety, the original Mining Charter negotiated in 2002 and gazetted in 2004 (the "Original Charter") and the amended Charter gazetted in September 2010 (the “Amended Charter”).

Mining Charter III imposes obligations and increased participation by historically disadvantaged South Africans (''HDSAs'') in relation to a mining company’s ownership, procurement of goods and services, enterprise and supplier development, human resource development and employment equity requirements. The first annual reporting for compliance with Mining Charter III June 1, 2020. Harmony submitted its first report under Mining Charter III within the specified deadline and has subsequently submitted its compliance report for the year 2021, 2022 and 2023 as per the annual reporting requirement.

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While the ownership requirement for HDSAs in relation to existing mining rights has not increased (provided that we met the 26% requirement under the Amended Charter), we may be required to comply with new HDSA ownership requirements in relation to any renewals, consolidations and transfers of our existing rights and any applications for new mining rights. The increased HDSA requirements in relation to employment equity, procurement of goods and services and enterprise and supplier development may result in additional costs being incurred by us, which could have a material adverse effect on our results of operations and financial condition.

While Mining Charter III was effective from September 27, 2018, many of its provisions are vague and untested despite the publication of the Implementation Guidelines. See Item 4: “Information on the Company - Business Overview - Regulation - Mineral Rights - South Africa - Mining Charter”.

On March 26, 2019, the Minerals Council South Africa (previously the Chamber of Mines) (“MCSA”) filed an application for the judicial review and setting aside of certain clauses of Mining Charter III. The MCSA had engaged in ongoing attempts to reach a compromise with the Minister on certain provisions that are problematic for the industry, and which would be detrimental to its sustainability.

The MCSA’s judicial review application was heard before a full bench of judges in May 2021. Judgment was handed down on September 21, 2021 (the "2021 Judgement") setting aside certain of the problematic provisions, while providing that the remainder of Mining Charter III should continue in force. In November 2021, the DMRE informed the National Assembly's Portfolio Committee on Mineral Resources and Energy that it did not intend to appeal the outcome of the 2021 Judgement, but instead would consider steps to achieve the empowerment objectives through legislative amendments to the MPRDA.

We cannot guarantee that we will meet all the targets set out by Mining Charter III. Should we breach any obligations in complying with the MPRDA or Mining Charter III, our existing mining rights in South Africa could be suspended or canceled by the Minister in accordance with the provisions of the MPRDA. It may also influence our ability to obtain any new mining rights. Any such suspension or cancellation could have a material adverse effect on our results of operations and financial condition.

Australia

In Australia, mining is regulated by the laws of the State in which the deposit is situated. Presently, our only mining activity in Australia is the Eva Copper Project, located in the State of Queensland. Mining in Queensland is regulated by the Mineral Resources Act 1989 (Qld) (the "Queensland MRA"), the Mineral and Energy Resources (Common Provisions) Act 2014, the MQSH Act, and the regulations, practice manual, operational policies and guidelines thereunder. See Item 4: “Information on the Company - Business Overview - Regulation - Mineral Rights - Australia”.

Generally, all mineral resources in Queensland are owned by the State of Queensland. These resources are managed by the Queensland Department of Resources. Under the Queensland MRA, the Department of Resources requires all large mining projects to apply for an applicable resource authority, being (as the case may be) an exploration permit ("EP"), a mining lease ("ML") or a mineral development license.

An EP allows the holder to carry out exploration activities to determine what minerals exist and their quality and quantity in or under land or in the waters or sea above such land, in accordance with agreed work programs and subject to compliance with prescribed security and financial obligations. If the holder of an EP wishes to develop a mine to exploit discovered resources, application must be made for an ML. This entitles the holder to machine-mine specified minerals and carry out activities associated with mining, including infrastructure to support mining operations.

The Queensland MRA, and resource authorities issued thereunder, contain provisions and conditions, the breach of which may result in the imposition of a fine, imprisonment or the cancellation of the tenement.

Should we breach any obligations in complying with the Queensland MRA or any other laws and regulations relating to our exploration and mining activities in Queensland, our resource authorities in Queensland could be suspended or cancelled, or we could be subject to fines or other sanctions. Any such suspension, cancellation, fine or sanction could have a material adverse effect on our operational and financial results.

Papua New Guinea

In PNG, mining is primarily regulated by the PNG Mining Act 1992 (the “PNG Mining Act”) and the PNG Mining (Safety) Act and their respective Regulations. All minerals are owned by the PNG Government, which grants rights to explore for or mine such minerals under a concessionary tenement system. See Item 4: "Information on the Company – Business Overview – Regulation - Mineral Rights - Papua New Guinea"

Since 2009, the mining regime in PNG has been the subject of a comprehensive ongoing review involving various PNG Government agencies and various draft revisions of the PNG mining legislation have subsequently been circulated for comment. In addition to the review of applicable legislation, PNG mineral policy and mining-specific sector policies are also being reviewed and drafted, including a biodiversity offsets policy, a national oceans policy, a sustainable development policy, an involuntary relocation policy, a national content policy, and a mine closure policy and mining project rehabilitation and closure guideline.See Item 4: "Information on the Company – Business Overview – Regulation - Mineral Rights - Papua New Guinea".

Certain of the proposed changes, such as increased royalties and equity participation by the State or the introduction of a production sharing regime if adopted and applied to our operations and projects in PNG, could have a material adverse effect on our business, operating results and financial condition.

PNG mining legislation and mining tenements contain provisions and conditions, the breach of which may result in the imposition of a fine, imprisonment or the cancellation of the tenement. Should we breach any obligations in complying with

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the PNG Mining Act or any other laws and regulations relating to our exploration and mining activities in PNG, our existing mining rights in PNG could be suspended or cancelled, or we could be subject to fines or other sanction. Any such suspension, cancellation or sanction could have a material adverse effect on our results of operations and financial condition.

Our financial flexibility could be constrained by the Exchange Control Regulations of the countries in which we operate

South Africa’s Exchange Control Regulations restrict the export of capital from South Africa. Transactions between South African residents (including companies) and non-residents (excluding residents of the Republic of Namibia and the Kingdoms of Lesotho and Eswatini, known collectively as the Common Monetary Area (“CMA”)) are subject to exchange controls enforced by South African Reserve Bank ("SARB"). While South African exchange controls have been relaxed in recent years, South African companies remain subject to restrictions on their ability to deploy capital outside of South Africa. These restrictions could hinder our financial and strategic flexibility, particularly our ability to raise funds outside South Africa and could therefore have a material adverse effect on our business, operating results and financial condition.

Our operations in PNG (including the export of gold and the operation of approved offshore foreign currency accounts) are subject to the foreign exchange control and other directives of the Bank of Papua New Guinea. PNG is presently subject to severe shortages of foreign currency. The withdrawal of existing approvals or the imposition of restrictions could potentially hinder our financial and strategic flexibility, and could have a material adverse effect on our business, operating results and financial condition.

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Risks Related to Our Operations and Business

Risks associated with pumping water inflows from closed mines adjacent to our operations, including related closure liabilities, could adversely affect our operational results

Certain of our mining operations in South Africa are adjacent to the mining operations of other companies. A mine closure can affect continued operations at an adjacent mine if appropriate preventative steps are not taken. In particular, this could include the ingress of underground water when pumping operations at the closed mine are suspended. This can result in damage to property, operational disruptions and additional pumping costs, which could adversely affect any one of our adjacent mining operations and, in turn could adversely affect our business, operating results and financial condition.

In connection with our acquisition in 2018 of the Moab Khotsong and Great Noligwa mines from AngloGold Ashanti Limited ("AngloGold"), together with other assets and related infrastructure (the “Moab Acquisition”), we acquired a two-thirds interest in the Margaret Water Company NPC ("Margaret Water") for all pumping and water-related infrastructure at its Margaret shaft. The shaft operates for the purpose of de-watering the Klerksdorp, Orkney, Stilfontein, Hartbeesfontein (“KOSH”) basin groundwater. This is to allow Moab Khotsong operations and the mine operated by Kopanang Gold Mining Company Proprietary Limited (the mining company holding the remaining one–third interest in Margaret Water and the only other mining company continuing to operate in the area) to remain dry and to prevent flooding of operational areas. Therefore, it remains imperative for the shaft to continue pumping water.

Flooding and potential decant in the future resulting from a failure in pumping and water-related infrastructure could pose an unpredicted “force majeure” type event, which could result in financial liability for us, and could have an adverse impact on our results of operations and financial condition. Although studies indicate that we do not currently have a decant risk at our Doornkop and Kusasalethu operations, due to the interconnectivity, any long-term water management solution would require a regional strategy co-created with neighboring and inter-connected mines. Although we have installed water treatment plants at both sites for current treatment needs, which could serve as water plants for final decant should the situation arise, there can be no assurance that such plants will be sufficient to address such risks. There is also a flooding risk at operations assumed as part of our acquisition with effect on October 1, 2020 of the remainder of AngloGold’s South African business (the “Mponeng Acquisition”). This relates to the Mponeng mine, requiring the continuous pumping arrangement with Covalent Water Company (Pty) Limited (a wholly-owned subsidiary) to stay in place.

Obligations in respect of the pumping and treatment of extraneous water must also be addressed in connection with our final closure plans for each of our operations. We are responsible for these liabilities until a closure certificate is issued pursuant to the MPRDA and possibly thereafter under the NEMA. The occurrence of any of the risks discussed above could have an adverse effect on our operating results and financial condition. This liability is discussed in more details in Item 4: “Information on the Company – Business Overview – Regulation – Law and Regulations Pertaining to Environmental Protection – South Africa – NEMA”. See also “– We are subject to extensive environmental regulations in the countries in which we operate” below.

Infrastructure constraints and aging infrastructure could adversely affect our operations

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable rail, ports, roads, bridges, power sources, power transmission facilities and water supply are critical to the Company’s business operations and affect capital and operating costs. The infrastructure and services are often provided by third parties whose operational activities are outside the control of the Company.

Interference to the maintenance or provision of infrastructure, including by extreme weather conditions, scarcity of equipment, sabotage or social unrest, could impede our ability to deliver products on time and adversely affect our business results of operations and financial condition.

Once a shaft or a processing plant has reached the end of its intended lifespan, higher than normal maintenance and care is required. Maintaining this infrastructure requires skilled human resources, capital allocation, management and planned maintenance. Although we have implemented a comprehensive maintenance strategy, incidents resulting in production delays, increased costs or industrial accidents may occur. Such incidents may have an adverse effect on our operating results and financial condition.

Disruptions to electricity supply and rising power costs: Impact on operations and financial results

South Africa

South Africa's mining sector, including our operations, is heavily dependent on electricity supplied by Eskom Holdings SOC Limited ("Eskom"), the state-owned utility that primarily relies on fossil fuels. Over the past decade, Eskom has faced significant challenges, such as aging infrastructure, financial limitations, and inconsistent generation performance, leading to frequent power disruptions and curtailment.

Since March 6, 2024, no load curtailment events have occurred. While the outlook is more positive, risks related to Eskom's aging infrastructure and financial constraints remain. The utility's substantial debt burden continues to challenge its ability to sustain maintenance efforts and execute necessary upgrades, potentially affecting plant availability and electricity stability in the future.

Given these factors, the risk of power supply disruptions remains a concern for Harmony’s South African operations and may have an adverse effect on our operational results..

Papua New Guinea

In Papua New Guinea, our Hidden Valley mine relies on power from the state utility, PNG Power Limited, which also grapples with challenges such as aging infrastructure and financial limitations. About 65% of the mine's daily power needs

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are met by PNG Power, with the remaining 35% supplied by the mine’s diesel power station. While we have the capability to generate power independently, diesel generation is subject to fluctuations in oil prices, and reliable logistics are critical to maintain sufficient fuel supplies. The increased self-generation may have an adverse effect on our operating results and financial condition.

See Item 5: “Operating and Financial Review and Prospects – Operating Results – Key factors affecting our results - Electricity in South Africa.” and “Integrated Annual Report for the 20-F 2024 – Environment – Climate change, energy and emissions management” on pages 103 to 111.

Illegal mining and other criminal activity at our operations, including theft of gold and gold-bearing material, could pose a threat to the safety of employees, result in damage to property and could expose us to losses, business disruption and liability

The activities of illegal and artisanal miners, which include theft, has increased over the years and had become more violent and threatens both the safety of employees and sustainability of the mining industry. Artisanal and illegal miners are active on, or adjacent to, several of our properties, but are mostly active on surface the last year. Artisanal and illegal miners at times may lead to interference with our operations and results in conflict that presents a security threat to property and human life. The environmental, social, safety and health impacts of artisanal mining are frequently attributed to formal mining activity, and it is often assumed that artisanal-mined gold is channeled through large-scale mining operators, even though artisanal and large-scale miners have distinct supply chains. These misconceptions impact negatively on the reputation of the industry.

The activities of the illegal miners, which include theft, can cause damage to our properties, including by way of pollution, copper cable theft, underground fires, critical infrastructure damage, operational disruption, project delays or personal injury or death, for which we could potentially be held responsible. Illegal and artisanal mining could contribute to the depletion of mineral deposits, potentially making the future mining of such deposits uneconomic. Most illegal miners are found at abandoned shafts or old work places.

Illegal and artisanal mining (which may be by employees or third parties) is associated with a number of negative impacts, including environmental degradation and human rights abuse, such as forced labor, human trafficking, child labor, corruption, money laundering and other violent crimes in the communities and at the mines. Effective local government administration is often lacking in the locations where illegal and artisanal miners operate, due to rapid population growth and the lack of functioning structures, which can create a complex, unstable social environment. The disbandment of specialized South African Police Service ("SAPS") units has also left a huge gap in the apprehension of high-ranking criminals in the illicit gold trade.

The presence of illegal miners could lead to project delays and disputes regarding the development or operation of commercial gold deposits. In addition, illegal mining could lead to an increase in the level of organization and funding of criminal activity around some of our operations. Criminal activities such as trespassing, illegal and artisanal mining, and related sabotage, theft and vandalism could lead to damage to, and disruptions at, our operations.

Rising gold and copper prices may result in an increase in gold and copper thefts; moreover, incidences of illegal mining may escalate as a result of social and economic conditions. The occurrence of any of these events could have a material adverse effect on our financial condition on results of our operations.

Actual and potential shortages of production inputs and supply chain disruptions may affect our operational results

Our operational results may be affected by the availability and pricing of consumables such as fuel, chemical reagents, explosives, tires, steel and other essential production inputs. Issues with regards to availability of consumables may result from shortages, long lead times to deliver and supply chain disruptions, which could result in production delays and production shortfalls. We expect cost increases and longer lead time to continue in fiscal 2024 across our operations, including as a result of factors such as the price of oil, inflationary increases and labor costs. See “— Rising inflation, and geopolitical risks may have a material adverse effect on our business, operating results and financial condition”.

These shortages can be attributed to geopolitical uncertainty as well as ongoing consequences of the power outages and unplanned breakdowns that resulted in rising input costs and longer lead times. Concurrently, the steel and chemical industry has witnessed a surge in protests related to wage concerns. This trend has affected major local steelmakers and retailers, making it challenging for them to meet the increased demand for steel. The national shortage of steel, primarily due to intermittent plant breakdowns and protest-related disruptions, is having effects on numerous engineering companies within our extensive supply chain network, regardless of their size.

The recent Red Sea disruption where attacks by Yemen’s Houthi’s rebels in the Red Sea have disrupted maritime trade along major trade routes via the Suez Canal and Bab-Al Mandeb Strait had an impact on supply chain and our mining operations causing longer lead times for goods due to alternative longer routes and capacity constraints on vessels which was exacerbated by SA Durban ports clearance issues. The impact on our operations relates to increases in freight with freight rates likely to remain volatile in the near term, higher insurance premiums for cost of war-risk insurance with underwriters charging between 0.75% and 1% of the value of the ship to sail through the region.

The pricing of consumables could continue to be impacted by these challenges, particularly if shortages become more prevalent. Factors such as global supply and demand dynamics, governmental regulations including import parities on steel and chemical-related products, and industrial actions, may contribute to price fluctuations. A sustained interruption in the supply of these consumables would necessitate swift identification of alternative suppliers, potentially resulting in higher costs. Moreover, such interruptions could adversely affect our ability to pursue our development projects. Any significant

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increase in the prices of these consumables would escalate operating costs and have adverse effects on profitability. Consequently, this could impact our financial and operating results.

Fluctuations in insurance cost and availability could adversely affect our operating results and our insurance coverage may prove inadequate to satisfy future claims

Fluctuations in insurance costs and availability can significantly impact our operating results, and our current insurance coverage may not fully address future claims. We maintain global insurance policies that cover general liability, directors' and officers' liability, cyber-security, accidental loss, and material damage to our property, including resultant business interruptions. However, the costs of sustaining adequate insurance coverage continue to rise and may persist in doing so, potentially adversely affecting our financial performance.

We also have comprehensive third-party liability coverage, which includes unforeseen sudden and accidental environmental liabilities. Despite this, we may still face liability for pollution or other hazards that are not insured or insurable, including those related to past mining activities. Our property and liability insurance is aligned with industry practices but, like all insurance policies, contains exclusions and limitations.

Additionally, there is no guarantee that insurance will always be available at economically feasible premiums. Consequently, our insurance coverage might not protect against certain claims related to environmental or industrial accidents, pollution, public health emergencies, data protection and cybersecurity breaches, and other events that could disrupt our operations, such as the Covid-19 pandemic or the National Grid Collapse. These factors could materially and adversely affect our financial and operating results.

We compete with mining and other companies for key human resources with critical skills and our inability to retain key personnel could have an adverse effect on our business

The risk of losing senior management or being unable to hire and retain sufficient technically skilled employees or sufficient representation by HDSAs in management positions, or sufficient gender diversity in management positions or at Board level, may materially impact on our ability to achieve our objectives.

We compete with mining and other companies globally to attract and retain key human resources at all levels with the appropriate technical skills and operating and managerial experience necessary to continue operating our business. The need to recruit, develop and retain skilled employees is particularly critical with HDSAs and women in mining in South Africa. The global shortage of key mining specialists, including geologists, mining engineers, mechanical and electrical engineers, metallurgists and skilled artisans has been exacerbated by increased mining activity across the globe. There can be no assurance that we will attract and retain skilled and experienced employees. Should we lose any of our key personnel, our business may be harmed and our operational results and financial condition could be adversely affected. See Item 4: “Information on the Company – Business Overview – Regulation – Labor Relations” and “Integrated Annual Report for the 20-F 2024 – Social – Caring for our employees” on pages 189 to 196.

Although it is presently uncertain the extent to which, and how, the PNG Department of Commerce and Industry’s draft Papua New Guinea National Content Policy for Resource Sectors 2023-2027 will be applied to our current operations and projects in PNG, if the localization of the workforce policy provisions are introduced, we believe that they would severely restrict the utilization of offshore-based “fly-in, fly out” expatriate employees, and potentially also result in a tightening of legislation around the granting of work permits and visas to foreign skilled employees. This would, in turn, adversely affect our ability in PNG to engage and retain appropriately skilled human resources, and could necessitate the application of additional resources to the construction or provision of housing for residential employees and the recruiting and training of local landowners and landowner businesses, all of which may have an adverse effect on our business, operating results and financial condition.

The use of contractors at certain of our operations may expose us to delays or suspensions in mining activities and increases in mining costs

We use contractors at certain of our operations to mine and deliver ore to processing plants as well as for other purposes. At mines employing mining contractors, contracting costs represent a significant proportion of the total operating costs of these operations and we do not own all of the mining equipment.

Our operations could be disrupted, resulting in additional costs and liabilities, if the mining contractors at affected mines have financial difficulties, if a dispute arises in renegotiating a contract, or if there is a delay in replacing an existing contractor and its operating equipment to meet business needs at expected cost levels. Increases in contract mining rates, in the absence of associated productivity increases, will also have an adverse impact on our results of operations and financial condition.

Contractors can adversely affect our reputation, results of operations and financial condition by:

•our reduced control over those aspects of operations which are the responsibility of contractors;

•their failure to comply with applicable legal, human rights and regulatory requirements; and

•their inability to manage their workforce to provide high quality services and a high level of productivity.

This may result in us incurring liability to third parties due to the actions of contractors, which could have a material adverse effect on our business, operating results and financial condition.

Although it is presently uncertain the extent to which, and how, the PNG Department of Commerce and Industry’s draft “Papua New Guinea National Content Policy for Resource Sectors 2023-2027" will be applied to our current operations and projects in PNG, if these provisions are introduced, we believe they will prescribe increased levels of participation by locally-

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owned businesses in the provision of goods and services, which could adversely affect our ability in PNG to manage the costs of goods and services to our operations, which would, in turn, have an adverse effect on our business, operating results and financial condition.

We are dependent on a number of highly-integrated communication and IT systems, any major disruption to which could have an adverse effect on our operations and financial results

We utilize and rely on various internal and external IT systems to support our business activities. Significant damage or interruption of our IT systems, whether due to accidents, human error, natural events or malicious acts, may lead to disruptions to our business operations and/or essential data being irretrievably lost, exposed or damaged, thereby adversely affecting our business, operating results and financial condition.

Estimations of our reserves are based on a number of assumptions, including mining and recovery factors, future cash costs of production, exchange rates, and the relevant commodity prices; as a result, metals produced in future may differ from current estimates

The mineral reserve estimates in this annual report are estimates of the mill-delivered quantity and grade of metals in our deposits and stockpiles. They represent the amount of metals that we believe can be mined, processed and sold at prices sufficient to recover our estimated future cash costs of production, remaining investment and anticipated additional capital expenditures. Our mineral reserves are estimated based on a number of factors, which have been stated in accordance with the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves, 2016 edition (“SAMREC, 2016”). For the purposes of this report on Form 20-F, our Mineral Resources and Mineral Reserves have been classified in accordance with Item 1302(d)(1)(iii)(A) of Regulation S-K. Calculations of our mineral reserves are based on estimates of:

•future cash costs;

•future commodity prices;

•future currency exchange rates; and

•metallurgical and mining recovery rates.

These factors, which significantly impact mineral reserve estimates, are beyond our control. As a result, reserve estimates in this annual report should not be interpreted as assurances of the economic life of our gold and other precious metal deposits or the future profitability of operations.

Since these mineral reserves are estimates based on assumptions related to factors detailed above, should there be changes to any of these assumptions, we may in future need to revise these estimates. In particular, if our cash operating and production costs increase or the gold price decreases, recovering a portion of our mineral reserves may become uneconomical. This will lead, in turn, to a reduction in estimated reserves. Any reduction in our mineral reserves estimate could materially adversely affect our business, operating results and financial condition.

Our operations have limited proved and probable reserves; exploration for additional resources and reserves is speculative in nature, may be unsuccessful and involves many risks

Our operations have limited proved and probable reserves, and exploration and discovery of new resources and reserves are necessary to maintain current gold production levels at these operations. Exploration for gold and other precious metals is speculative in nature, may be unsuccessful and involves risks including those related to:

•locating orebodies;

•geological nature of the orebodies;

•identifying the metallurgical properties of orebodies;

•estimating the economic feasibility of mining orebodies;

•developing appropriate metallurgical processes;

•obtaining necessary governmental permits; and

•constructing mining and processing facilities at any site chosen for mining.

Our exploration efforts might not result in the discovery of mineralization, and any mineralization discovered might not result in an increase in resources or proved and probable reserves. To access additional resources and reserves, we will need to complete development projects successfully, including extensions to existing mines and, possibly, establishing new mines. Development projects would also be required to access any new mineralization discovered by exploration activities around the world. We typically use feasibility studies to determine whether to undertake significant development projects. These studies often require substantial expenditure. Feasibility studies include estimates of expected or anticipated economic returns, which are based on assumptions about:

•future gold and other metal prices;

•anticipated tonnage, grades and metallurgical characteristics of ore to be mined and processed;

•anticipated recovery rates of gold and other metals from the ore; and

•anticipated total costs of the project, including capital expenditure and cash costs.

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All projects are subject to project study risk. There is no certainty or guarantee that a feasibility study, if undertaken, will be successfully concluded or that the project that is the subject of the study will satisfy our economic, technical, risk and other criteria in order to progress that project to development.

A failure in our ability to discover new resources and reserves, enhance existing resources and reserves or develop new operations in sufficient quantities to maintain or grow the current level of our resources and reserves could negatively affect our business, operating results and financial condition.

We are subject to the risk of litigation, the causes and costs of which are not always known

We are subject to litigation, arbitration and other legal proceedings arising in the normal course of business, and we may be involved in disputes that may result in litigation. Potential future litigation may arise from a variety of causes, including among other things, business activities, environmental, health and safety matters, share price volatility, unlawful community protest actions and failure to comply with disclosure obligations. The results of litigation, arbitration and other legal proceedings cannot be predicted with certainty, but could include costly damage awards or settlements, fines, and the loss of licenses, concessions, or rights, among other things.

In the event of a dispute, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in South Africa. An adverse or arbitrary decision of a foreign court could have a material adverse impact on our financial performance, cash flow and results of operations.

We are subject to numerous claims, including class actions or similar group claims relating to silicosis and other occupational health diseases, and could be subject to similar claims in the future. A settlement in the silicosis class action claims has been reached and a provision for silicosis has been made. A provision of R255 million has been recognized at June 30, 2024, for our potential cost to settle the silicosis and TB class actions that have been instituted against us in South Africa. Significant judgment was applied in estimating the costs that will be incurred to settle the silicosis class action claims and related expenditure and the final costs may differ from current cost estimates. Management believes the assumptions are appropriate, however changes in the assumptions may materially affect the provision and final costs of settlement. There can be no assurance that the ultimate resolution of this matter will not result in losses in excess of the recorded provision and the ultimate settlement may have a material adverse effect on our financial position. For further information, see Item 8: “Financial Information – Consolidated Statements and Other Financial Information – Legal Proceedings” and “Integrated Annual Report for the 20-F 2024 – Social – Health and wellness” on pages 180 to 188 for further information. See note 27 “Other Provisions – Provision for silicosis settlement” to our consolidated financial statements set forth beginning on page F-1.

It is possible that additional class actions and/or individual claims relating to silicosis and/or other occupational health diseases will be filed against us in the future. We will defend all and any subsequent claims as filed on their merits. Should we be unsuccessful in defending any such claims, or in otherwise favorably resolving perceived deficiencies in the national occupational disease compensation framework that were identified in the earlier decision by the Constitutional Court, such matters would have an adverse effect on our financial position, which could be material.

In PNG, it is proposed to utilize deep sea tailings placement (“DSTP”) as the tailings management method for the Wafi-Golpu Project, which method is authorized under the environment permit issued for the project. The grant of the permit is currently the subject of two judicial reviews, the first applied for in March 2021 by the previous Governor of the Morobe Province in PNG, who was opposed to DSTP, and the second in December 2022 by coastal villagers represented by the Centre for Environmental Law and Community Rights Inc. ("CELCOR"). The present Governor, who was appointed in September 2022, is not opposed to DSTP and has stated publicly that he intends to withdraw the proceedings instituted by his predecessor, however as at June 30, 2024 has not yet done so. Notwithstanding the change of position of the Governor or the outcome of the judicial review instituted by CELCOR, it is possible that a class action or individual claim relating to DSTP may be filed against us in the future, which (if successful) could have a material adverse impact on the Wafi-Golpu Project.

Should we be unable to resolve disputes favorably or to enforce our rights, this may have a material adverse impact on our financial performance, cash flow and results of operations.

The risk of unforeseen difficulties, delays or costs in implementing our business strategy and projects may lead to us not delivering the anticipated benefits of our strategy and projects; in addition, actual cash costs, capital expenditure, production and economic returns may differ significantly from those anticipated by feasibility studies for new development projects

The successful implementation of our business strategy and projects depends upon many factors, including those outside our control. For example, the successful management of costs will depend on prevailing market prices for input costs. The ability to grow our business will depend on the successful implementation of our existing and proposed projects and continued exploration success, as well as on the availability of attractive acquisition opportunities, all of which are subject to the relevant mining and company specific risks as outlined in these risk factors.

It can take a number of years from the initial feasibility study until development/construction of a project is completed and, during that time, the economic feasibility of production may change. In addition, there are a number of inherent uncertainties in project development and construction including:

•the time to secure and provisions of necessary governmental and third party permits, licenses and permissions;

•timing and cost of constructing mining and processing facilities;

•availability and cost of skilled labor, power, water, fuel, mining equipment and other materials;

•accessibility of transportation and other infrastructure, particularly in remote locations;

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•availability and cost of smelting and refining arrangements;

•availability of funds to finance construction and development activities; and

•spot and expected future commodity prices of metals including gold, silver, copper, uranium and molybdenum.

All of these factors, and others, could result in our actual cash costs, capital expenditures, production and economic returns differing materially from those anticipated by feasibility studies.

We currently maintain a range of focused exploration programs, concentrating mainly on a number of prospective known gold and copper mineralized areas in PNG, the Kraaipan Greenstone belt and the Witwatersrand area in South Africa. In order to maintain or expand our operations and reserve base, we have sought, and may continue to seek to:

•enter into joint ventures or other alliance arrangements with third parties. For example, we have since August 2008 participated (through our respective wholly-owned subsidiary companies) in a 50:50 unincorporated joint venture with Newmont Corporation (“Newmont”) in our Wafi-Golpu Project in PNG. See “– Risks Related to Our Corporate and Financing Structure and Strategy – We may experience problems in identifying, financing and managing new acquisitions or other business combination transactions and integrating them with our existing operations, we may not have full management control over future joint venture projects”; and

•make acquisitions of primarily gold and copper producing companies or assets. For example, with effect on October 1, 2020, acquired the remainder of AngloGold’s South African business, including the Mponeng mine and Mine Waste Solutions (''MWS''), in the Mponeng Acquisition. In October 2022, Harmony entered into an agreement with Copper Mountain Mining Corporation ("Copper Mountain"), to acquire its wholly-owned Eva Copper Project and its 2,295km2 exploration land package in Queensland, Australia. The acquisition was completed in December 2022. See “– Risks Related to Our Corporate and Financing Structure and Strategy – We may experience problems in identifying, financing and managing new acquisitions or other business combination transactions and integrating them with our existing operations, we may not have full management control over future joint venture projects”

However, there is no assurance that any future development projects will extend the life of our existing mining operations or result in any new commercial mining operations. Unforeseen difficulties, delays or costs may adversely affect the successful implementation of our business strategy and projects, and such strategy and projects may not result in the anticipated benefits, which could have a material adverse effect on our results of operations, financial condition and prospects.

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Risks Related to ESG

Increasing scrutiny and changing expectations from our stakeholders, including communities, governments and NGOs as well as investors, lenders and other market participants, with respect to our ESG performance and policies may impose additional costs or expose us to additional risks

Companies across all industries are facing increasing scrutiny related to ESG matters, including their internal ESG policies and governance practices. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG-related matters and in recent years have placed increasing importance on the environmental and social costs and impact of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. In addition, host communities, as well as certain governmental and non-government actors, are increasingly focused on a company’s ability to operate in a sustainable manner and to mitigate related risks, as well as the public commitments and quantitative metrics used to demonstrate performance and track progress.

For us, this includes, in particular, the safe operation of our mines, mitigating our impact to local environments and affected communities, reducing GHG emissions in line with our voluntary commitments, working to high ethical standards, maintaining a healthy work culture, protecting and promoting human rights, operating to acceptable levels of compliance and focusing on supplier credibility. If our performance fails to meet internal or adopted external ESG standards, or we otherwise fail to satisfy stakeholder expectations with respect to our commitments and performance, regardless of whether there is a legal requirement to do so, such failure could result in reputational damage to and litigation against us and our business, losing our license to operate, financial condition, and/or share price could be materially and adversely affected.

In addition to compliance with local laws and regulations, our operations are also increasingly subject to the application of stringent internationally-recognized environmental, health and safety and social standards and benchmarks, whether by virtue of stakeholder expectations concerning their application or in consequence of our operating in jurisdictions where those standards and benchmarks have been specifically adopted. For example, under the Organisation for Economic Co-operation and Development (“OECD”) Rules, companies registered in OECD-member countries may be the subject of OECD complaint processes in respect of breaches of OECD Guidelines occurring anywhere in the world.

Certain financial institutions from whom we borrow money may also require compliance with any of these standards, the subsequent deviation from which could prevent or adversely affect our financial condition, existing financing arrangements and ability to secure future financing. The application of such standards could impose significant costs on us.

We may be required to implement even more stringent ESG practices or standards to meet the expectations of existing and future stakeholders and, if we fail to achieve these objectives or to adhere to internal or adopted external standards or benchmarks, or are perceived to be insufficiently committed to addressing ESG concerns across all of our operations and activities, our reputation and brand image could be damaged. Further, we could lose the trust of our stakeholders (including governments, NGOs, investors, customers and employees) or be subject to litigation brought by those stakeholders and our business, financial condition and results of operations could be adversely impacted.

We are subject to extensive environmental regulations in the countries in which we operate

As a gold mining company, we are subject to extensive environmental regulation. These regulations relate to, among other things, the protection of the environment, pollution prevention, water management, adequate waste disposal practices, promoting biodiversity conservation measures, occupational health and safety, including mine safety, toxic substances and the closure of mining operations. We expect the trend of rising production costs due to compliance with environmental laws and regulations in South Africa, Australia and PNG to continue.

In particular, we face heightened pressures from stakeholders, who are increasingly focused on climate change, to prioritize energy efficiency in our operations, reduce our carbon footprint and improve water and other resource consumption, as well as to be transparent about how climate-related risks and opportunities are managed throughout the supply chain to foster and promote business resiliency, accountability and stakeholder value.

South Africa

In South Africa, the MPRDA and NEMA, along with various other environmental statutes, regulations and standards regulate the impact of our prospecting and mining operations on the environment. These statutes, regulations and standards are regularly updated, amended and supplemented, imposing additional obligations on mining companies to, among other things, minimize emissions, reduce, re-use and recycle waste and improve the quality of effluent and wastewater discharged from the operations. See Item 4: “Information on the Company – Business Overview – Regulation – Laws and Regulations Pertaining to Environmental Protection - South Africa – NEMA”.

Under the MPRDA, a mining title holder remains responsible for any environmental liability, pollution, ecological degradation, the pumping and treatment of extraneous water and the sustainable closure of mining operations until such time as the Minister issues a closure certificate. Notwithstanding this, the NEMA states that a mining right holder will remain responsible for these obligations even after a closure certificate is issued. In a recent High Court judgement (Ezulwini Mining Company (Pty) Ltd v Minister of Mineral Resources and Others), the court found that upon a proper interpretation of the relevant provisions of the MPRDA and NEMA, mining companies are obliged to continue to pump and treat extraneous water from their underground mining areas until authorized to cease pumping following the issuance of a closure certificate by the Minister.

In South Africa, until such time as a closure certificate is issued, a mining right holder is required to assess annually the environmental liabilities associated with the mining operation (including the pumping and treatment of extraneous water) and put up financial provision for the rehabilitation, closure and ongoing post decommissioning management of negative environmental impacts. This financial provision may be released when the Minister issues a closure certificate. However, he or she may determine to retain a portion of the financial provision in perpetuity for any latent environmental liabilities.

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The manner in which the amount of the financial provision is calculated may in future be regulated under the Financial Provision Regulations, 2015 (as they may be amended), which were published by the Minister of Environmental Affairs in November 2015. Prior to this, the amount of financial provision has been calculated pursuant to the Guideline Document for the Evaluation of the Quantum of Closure-related Financial Provision Provided by a Mine (the “DMRE Guidelines”) of the DMRE. The DMRE Guidelines were criticized for undervaluing the costs of environmental rehabilitation thus exposing the DMRE to potential liability in the event that the mining right holder was unable to fulfill its environmental obligations. The Financial Provision Regulations, 2015 place an emphasis on post-closure water pumping and treatment and the need for upfront provision to be set aside for the management of these types of impacts.

The Financial Provision Regulations, 2015 sought to rectify the inadequacies of the DMRE Guidelines by, among other things, including preliminary and general costs in the financial provision calculations, imposing VAT (at 15%) on the total amount, prohibiting the withdrawal of trust funds for concurrent rehabilitation (even in circumstances where the financial provision exceeds the evaluated environmental liability) and ceding a portion of the funds to the Minister as security for possible latent and residual post-closure environmental impacts.

Compliance with these obligations would result in a significant increase in the required financial provision and, consequently, has been strongly opposed by the mining industry. In response to this opposition, the Department of Forestry, Fisheries and the Environment (“DFFE”), the competent authority for drafting the Financial Provision Regulations, 2015, undertook to engage further with mining industry and other stakeholders to amend or develop new financial provision regulations.

We continue to engage with the DFFE and the DMRE regarding matters relating to financial provision including the Financial Provision Regulations, 2015, as well as the adjustment of financial provision in respect of the mining operations. There are concerns about the ambiguity of the provisions and how they can be operationalized within the prescribed transitional time frames, which may result in misinterpretation, mis-application and potential disputes with the DFFE, any of which could have a material adverse effect on our business, operating results and financial condition. See note 24 “Provision for environmental rehabilitation” to our consolidated financial statements set forth beginning on page F-1.

In addition, we may also face increased environmental costs should other mines in the vicinity fail to meet their obligations related to the pumping or treatment of water. The adoption of these, or additional or more comprehensive and stringent requirements, particularly for the management of hazardous waste, pollution of ground and groundwater systems and duty to rehabilitate closed mines, may result in additional costs and liabilities, which could have a material adverse effect on our business, operating results and financial condition.

Other key environmental legislation includes the South African National Water Act, 36 of 1998 (“NWA”), the National Environmental Management: Air Quality Act, 39 of 2004 (the "Air Quality Act"), the National Environmental Management: Waste Act, 59 of 2008 (the "Waste Act"), the National Nuclear Regulator Act, 47 of 1999, the National Environmental Management: Biodiversity Act, 10 of 2004, the National Heritage Resources Act, 25 of 1999, the Carbon Tax Act, 15 of 2019 (the “Carbon Tax Act”), the Climate Change Act and the MPRDA.

The National Environmental Management Laws Amendment Act, 2 of 2022 (“NEMLAA”) was assented to on June 21, 2022. The majority of the provisions in NEMLAA came into effect on June 30, 2023, as determined by the Environment Minister. The NEMLAA contains numerous amendments to NEMA, many of which are intended to resolve several issues linked to the roll-out of the "One Environmental System" including the jurisdiction, responsibility and enforcement powers of the DFFE, DMRE and local authorities. The NEMLAA has been described as the most significant piece of environmental legislation since the implementation of the One Environmental System, bringing with it a major shift in South Africa’s environmental legislative landscape. One of the material amendments arising from the NEMLAA is that the Environment Minister may prescribe that financial provision is set aside for activities which historically have not been required to put up financial rehabilitation including the reclamation of historic residue stockpiles and deposits.

In terms of the NEMLAA, the financial provision retained by the Environment Minister must be transferred to an account administered by the Environment Minister or, where the financial provision is an insurance policy, the Environment Minister must access the funds. Harmony will have no right to regulate the way these funds are spent to rectify any latent and residual environmental impacts. Notwithstanding this, Harmony will remain liable for any such liabilities. If the latent and residual environmental liabilities do not materialize, there is no mechanism in terms of which the funds will be returned. See Item 4: “Information on the Company – Business Overview – Regulation – Laws and Regulations Pertaining to Environmental Protection - South Africa”.

The Climate Change Act 22 of 2024 (“the Climate Change Act”) was signed into law on 23 July 2024, but only becomes effective on a future date to be set by the President.

The Climate Change Act confirms that sectoral emissions targets (“SETs”) will be set for greenhouse gas (“GHG”) emitting sectors and sub-sectors which shall be reviewed and revised every 5 years. It is anticipated that the SETs will become more stringent over time. The Minister responsible for environmental affairs must identify GHG emitting activities and permissible GHG emission thresholds above which entities will be allocated a carbon budget and need to submit a GHG mitigation plan. It is anticipated that transitional arrangements will be developed which mirror the approach adopted under the Minimum Emissions Regulations published under National Environmental Management: Air Quality Act, 2004 (“NEMAQA”). Carbon budgets set out the GHG that may be emitted. At the time the carbon budget is allocated, all pollution prevention plans contemplated under the NEMAQA and the National Pollution Prevention Plans Regulations, 2017 will be deemed to be a GHG plan for the first 5-year cycle. The person to whom a carbon budget is allocated must implement the GHG plan, monitor compliance with the GHG plan and evaluate and report their performance in terms of the GHG plan. If the report indicates that the person failed, is failing or will fail to comply with the carbon budget, it will need to provide a description of the measures it will implement in order to remain within the carbon budget. The Minister may declare certain GHGs to be synthetic GHGs and specify if these must be phased out or phased down and the timeframes by when this must be achieved. One particular concern is that organs of state must review

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and if necessary amend “decisions” in order to ensure that the risks of climate change impacts and associated vulnerabilities are taken into consideration; and give effect to the principles and objects of the Act (“the Review”). These decisions may include existing administrative decisions such as environmental authorisations, atmospheric emissions licences, mining or production rights and tenders granted to bidders under power procurement programmes for coal or gas. Before amending these decisions, the relevant organ of state must give a the holder of such consents, approvals or awards (“the Consents”)

(i) adequate notice of the proposed amendments to or withdrawal of Consents pursuant to the Review; and

(ii) a reasonable opportunity to make representations regarding the amendments or withdrawal. If the relevant organs of state fail to undertake the Review, third parties such as non-governmental organisations (“NGOs”), may seek to compel these organs of state to undertake the Review in respect of particular Consents or classes of Consents. The proposed amendments to the Consents may have material implications on existing business and operations and may have a chilling effect on investment.

Compliance with existing or new environmental legislation, which increases the burden of compliance or the penalties for non-compliance may cause us to incur further significant costs and could have a material adverse effect on our business, operating results and financial condition.

Australia

In the State of Queensland, mining operations are subject to the Environmental Protection Act 1994 (Qld) (the "Queensland EPA") and Environmental Protection Regulations 2019. The Queensland EPA and Regulations prescribe the preparation and assessment of environmental impact studies for purposes of the issuance of Environmental Authorities ("EAs") to perform "environmentally relevant activities (“ERAs”), which are assessed by the Queensland Department of Environment, Science and Innovation. See Item 4: “Information on the Company – Business Overview – Regulation – Laws and Regulations Pertaining to Environmental Protection – Australia”.

The Eva Copper Project was initially granted an EA on July 12, 2012 following approval of an Environmental Impact Statement (“EIS”) and an Environmental Management Plan, (“EMP”). The Eva Copper Project has since undergone various amendments, both major and minor in nature, with the current EA issued by the Queensland Department of Environment, Science and Innovation on June 12, 2024.

In addition, various other environmental legislation applies, including the Commonwealth Environment Protection and Biodiversity Conservation Act 1999 (“EPBC Act”) and the National Greenhouse and Energy Reporting Act 2007(“NGER Act”).

The EPBC Act is administered by the Commonwealth Department of Climate Change, Energy, the Environment and Water (the "DCCEEW") and provides a legal framework to protect and manage unique plants, animals, habitats and places in Australia. Projects that could have a significant impact on Commonwealth protected matters must be referred to the Commonwealth Minister for Environment, who will determine whether the proposed action requires assessment and approval under the EPBC Act. The decision to refer a project under the EPBC Act is a self-assessment process. The Eva Copper Project does not hold any approvals under the EPBC Act.

In 2024, a detailed self-assessment of the Eva Copper Project’s impacts to “matters of national environmental significance” (“MNES”) was completed which confirmed previous self-assessment outcomes being that the Eva Copper Project, as currently approved, is unlikely to have a significant residual impact on any MNES. Consequently, the risk to the Eva Copper Project as a result of not previously being referred to the Commonwealth Minister for Environment is considered to be low. Referrals under the EPBC Act may be necessary to support future amendments and will be assessed and determined on a case-by-case basis.

The Australian Government is preparing to undertake reforms to Australian environmental law. Under the Nature Positive Plan, the EPBC Act will be repealed and replaced by a package of new legislation. A new independent statutory entity called Environment Protection Australia ("EPA") will be established and will be responsible for compliance and enforcement as well as assessments and making decisions under the new legislation. National Environmental Standards ("NES") will be established to underpin the operation of the new environmental laws. Consultation has been ongoing with industry since the release of the draft bill in 2023. It is understood that the Australian Government intends to progress delivery of the Nature Positive Plan in 2024-25.

The NGER Act establishes the NGER Scheme, which is a national framework for reporting greenhouse gas emissions, greenhouse gas projects and energy consumption and production by corporations in Australia. The NGER Act makes registration and reporting mandatory for corporations whose energy production, energy use or greenhouse gas emissions meet specified thresholds.

In addition to reporting obligations, the NGER Act introduces a mechanism (the “Safeguard Mechanism”) that provides a framework for Australia's largest emitters to measure, report and manage their emissions. It does this by requiring large facilities, whose net emissions exceed the Safeguard Mechanism threshold, to keep their emissions at or below emissions baselines. The Safeguard Mechanism applies to facilities with scope 1 covered emissions of more than 100,000 tonnes of carbon dioxide equivalent ("CO2-e") per year. Reforms to the Safeguard Mechanisms came into effect on July 1, 2023 which apply a decline rate to facilities’ baselines so that they are reduced predictably and gradually over time on a trajectory consistent with achieving Australia’s emission reduction targets of 43% below 2005 levels by 2030 and net zero by 2045.

As part of the feasibility study currently in progress, the Eva Copper Project is quantifying its predicted emissions under the NGER Act to determine the potential applicability of monitoring and reporting obligations and the Safeguard Mechanism.

A Progressive Rehabilitation and Closure Plan has been prepared for the Eva Copper Project pursuant to section 754 of the Queensland EPA. This plan outlines how the project will progressively rehabilitate and eventually close the site after mining activities have concluded.

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In addition, in accordance with the Queensland EPA, it is a condition of an EA for a resource activity that the holder must not carry out, or allow the carrying out of, a resource activity under the authority unless:

•an Estimated Rehabilitation Cost ("ERC") decision is in effect for the resource activity when the activity is carried out;

•the holder has paid a contribution to the scheme fund or given a surety for the authority under the Mineral and Energy Resources (Financial Provisioning) Act 2018 (the "MERFP Act"); and

•the holder has complied with the requirements under the MERFP Act for paying a contribution to the scheme fund, or giving a surety for the authority, as required from time to time.

An ERC is currently in place for preliminary site access and exploration activities at the Eva Copper Project. Revised ERC applications will need to be prepared and determined from time to time to authorize disturbance activities prior to the commencement of further construction and mining activities. As progressive rehabilitation is completed, the ERC may be adjusted to reflect the reduced liability.

Papua New Guinea

Our PNG operations are subject to the PNG Environment Act 2000 (“PNG Environment Act”) and various related regulations and guidelines. The PNG Environment Act regulates discharges to air, land and water, and sets out the requirements for proponents to obtain an environment permit for the construction, operation and closure of prescribed activities having the potential to cause environmental harm.

An EIS is required for activities that are likely to have a significant adverse impact on the environment and other socio-economic or cultural heritage aspects. The PNG Government uses the EIS in accordance with statutory processes as the means to assess a project's impacts and benefits, and to decide whether the Environment Minister should grant approval in principle for the project under the PNG Environment Act. Thereafter, the Managing Director of the Conservation and Environment Protection Authority ("CEPA") may grant the Level 3 environment permit for the project. The environment permit presents the conditions with which we must comply, and reports outlining our performance against each condition are provided to CEPA annually.

In 2010, the PNG Government engaged the Scottish Association for Marine Science ("SAMS") to conduct an independent assessment of deep-sea tailings placement ("DSTP") systems in PNG in 2010 with consideration to international best practice, and to prepare Draft General Guidelines for DSTP in PNG ("SAMS 2010"). These guidelines are referenced in the PNG Government’s Terms of Reference for an EIS for DSTP projects.

An EIS was submitted to CEPA on June 25, 2018, and an environment permit for the Wafi-Golpu Project was issued on December 18, 2020. The environment permit includes conditions relating to DSTP.

A process of mining regime review is underway within PNG and a number of environmental matters are under consideration. These include a Biodiversity Offsets Policy (which anticipates biodiversity offset payments to support biodiversity initiatives), and a National Oceans Policy.

Harmony's operations and projects in PNG will potentially be affected by changes to PNG environmental laws, and Harmony continues to engage with the PNG Government on these matters through the offices of PNG CORE, and directly with CEPA and (in the case of mine closure) the PNG MRA. See Item 4: “Information on the Company – Business Overview – Regulation – Laws and Regulations pertaining to Environmental Protection – Papua New Guinea”.

General

Failure by Harmony to comply with the conditions of our mining rights and mineral rights and environmental legislation and regulation in any of the jurisdictions in which we operate may result in fines, penalties and reputational damage or cause us to lose the right to mine, or fail to acquire new rights to mine, each potentially having a material adverse effect on our business, operating results and financial condition.

See "Integrated Annual Report for the 20-F 2024 – Environment – Environmental stewardship” on pages 91 to 98 for further discussion on the applicable legislation and our policies on environmental matters.

The socio-economic framework in the regions in which we operate may have an adverse effect on our operations and profits

We have operations in South Africa, Australia and PNG. As a result, changes to or instability in the social, economic or political environment in any of these countries or in countries proximate to them could affect an investment in us. Without limitation, political risks may include the following: political instability and terrorism; nationalization; change in legislative, regulatory or fiscal frameworks; renegotiation or nullification of existing contracts, leases, permits or other agreements; restrictions on repatriation of earnings or capital; changes in laws and policy; and socio-economic risks including civil unrest and criminality. The impact of future long-term health related issues may heighten social tensions and demands, as individuals look to the mining industry for job creation opportunities and other resources and benefits.

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South Africa

The African National Congress (“ANC”) has been the governing party since 1994. In March 2019, the President of South Africa, Cyril Ramaphosa, announced in parliament that South Africa would move forward with the nationalization of the SARB. Since the announcement, there have been various contradictory statements made by government officials regarding the government’s plans to nationalize the SARB, which have created uncertainty around this issue, notwithstanding that the SARB’s independence is constitutionally guaranteed. Although statements of the ANC suggest that nationalizing the SARB is still part of their policy, it appears that the nationalization process has been put on hold and a final resolution of the matter is still pending.

After a national election in 2024, the ANC was unable to secure an outright majority for the first time and entered into a coalition government with various other national parties, which could adversely impact the socio-economic framework in South Africa and thus on our operating results and financial condition.

Papua New Guinea

Since 2019, the government of Prime Minister James Marape has advocated a policy of "Take Back PNG", intended to increase the PNG Government’s share of the proceeds from mining, enhance landholder and provincial government equity participation in mining projects and promote direct involvement in mining and exploration by State-owned enterprises. This policy has witnessed the presentation of various proposed revisions to the mining regime which (if introduced and applied to our operations and projects) would have a materially adverse impact. In 2024, PNG has experienced heightened volatility and incidents of civil unrest, sparked by increased economic challenges, shortages of foreign currency and national fuel supply issues.

It is difficult to predict the future political, social and economic environment in these countries, or any other country in which we operate save to state that any social, economic or political changes or instability may adversely affect the general business environment and our business, results of operations and financial condition, including the movement of funds into or out of South Africa and PNG.

Given the nature of mining and the type of mines we operate, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and pollution compliance breaches

The business of gold mining involves significant risks and hazards, including environmental hazards and industrial accidents. In particular, hazards associated with underground mining include:

• rock bursts;

• seismic events;

• underground fires;

• cave-ins or fall-of-ground;

• discharges of gases and toxic chemicals;

• release of radioactive hazards;

• flooding or droughts;

• mining of pillars (integrity of shaft support structures may be compromised and cause increased seismicity);

• processing plant fire and explosion;

• critical equipment failures;

• inability to access methane filled shafts for rehabilitation;

• accidents and loss-of-life incidents; and

• other conditions resulting from drilling, blasting and the removal and processing of material from a deep-level mine.

Hazards associated with opencast mining (also known as open-pit mining) include:

• flooding of the open-pit;

• collapse of open-pit walls or slope failures;

• processing plant fire and explosion;

• accidents associated with operating large open-pit and rock transportation equipment;

• accidents associated with preparing and igniting of large-scale open-pit blasting operations; and

• major equipment failures.

Hazards associated with construction and operation of waste rock dumps and tailings storage facilities include:

• accidents associated with operating a waste dump and rock transportation;

• production disruptions caused by natural phenomena, such as floods and droughts and weather conditions, potentially exacerbated by climate change;

• dam, wall or slope failures; and

• contamination of ground or surface water.

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We are at risk from any or all of these environmental and industrial hazards. In addition, the nature of our mining operations presents safety risks. Our operations are subject to health and safety regulations, which could impose additional costs and compliance requirements. We may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws. Any legislative changes relating to financial provisions could add to the costs. The occurrence of any of these events could disrupt production, increase cash costs and, individually or in the aggregate, have a material adverse effect on our business, results of operations and our financial condition.

Mining companies are increasingly expected to provide benefits to affected communities; failure to comply with, and beyond, our legal obligations could result in lawsuits, additional operational costs, investor divestment and impact our “social license to operate”, which could adversely impact our business, operating results and financial condition: we are finding increasing expectations on our business to provide social investment beyond our legal obligations especially as communities demand services and basic infrastructure from companies such as Harmony (where local government has failed the communities)

As a result of public concern about the perceived ill effects of economic globalization, businesses in general and large international companies such as our company, in particular, face increasing public scrutiny of their activities.

Like other mining companies, we are under pressure to demonstrate that while we seek a satisfactory return on investment for shareholders, other stakeholders including employees, contractors, regulators, communities surrounding the operations and the countries in which we operate, also seek to benefit from our commercial activities. Such pressures tend to be particularly focused on companies whose activities are perceived to generate significant revenues and/or have a high impact on the social and physical environment.

Stakeholder pressure takes many forms, including the loss of license to operate, lawsuits and investor withdrawal. The potential consequences of these pressures include reputational damage and increased social spending obligations. There is also increasing action by members of the general financial and investment communities, such as asset managers, sovereign wealth funds, public pension funds, universities and other groups, to promote improvements in ESG performance by us and others.

Existing and proposed mining operations are often located at or near existing towns and villages and other infrastructure, or natural water courses. The impacts of dust generation, waste storage, water quality or shortages may be immediate and directly adverse to those communities; poor environmental management practices, in particular, adverse changes in the supply or quality of water can result in community protest, regulatory sanctions or ultimately in the withdrawal of community and government support. While mining operations are intended to be designed to mitigate the impact on such communities and the environment, there can be no assurance that they will do so, and the occurrence of any of these events could disrupt production, increase cash costs and, individually or in the aggregate, have a material adverse effect on our business, results of operations and our financial condition.

Australia

Mining in Australia is subject to the Native Title Act 1993 (Cth) (the “Native Title Act”). Any "future act" on land or waters that will affect native title rights and cultural heritage interests is subject to native title processes intended to protect such rights and interests through a right to negotiate enabling affected parties to reach agreement on the terms of consent concerning the proposed future acts, including monetary compensation, employment and training, contracting opportunities and cultural heritage. These arrangements are captured in Indigenous Land Use Agreements, which are then registered with the National Native Title Tribunal.

The Company has an agreement in place with the Native Title party, the Kalkadoon People, covering the full area of the Eva Copper Project mining leases.

Papua New Guinea

In PNG, we are required under the PNG Mining Act and PNG Environment Act to pay landowners compensation for any loss or damage sustained by them arising from our exploration or mining activities. In certain prescribed instances, the quantum of these payments is regulated, but otherwise is negotiated (with determination by a mine warden in the event of disagreement).

In addition, it is practice under the PNG mining regime for Mining Lease and Special Mining Lease holders to enter into a negotiated Memorandum of Agreement (“MOA", and also referred to as a "Community Development Agreement" ("CDA")) with the PNG Government, the affected provincial and local level governments, the affected landowner(s) and other stakeholder organizations regarding the sharing of benefits derived from the mining operations. These shared benefits generally include a participation in royalties payable by the tenement holders to the PNG Government but may further extend to local infrastructure projects and other social performance objectives.

Under the Hidden Valley Mine MOA, which was executed in 2005, an agreed share of the royalties paid by us to the PNG Government is allocated among the Morobe Provincial and local level governments and various landowner groups. Also, the MOA contains agreed national content, localization and social performance plans, which address various aspects of procurement, business development, employment and training and other community support.

A Wafi-Golpu CDA will be entered into in the course of the permitting of the Wafi-Golpu Project, pursuant upon the conduct of a consultative Development Forum convened by the PNG Government at which all directly-affected landowner community groups will be represented.

Disruptions to operations or delays in projects attributable to a lack of community support or community actions can translate directly into a loss of production and increase in operational costs, a decrease in the value of a project or an inability to bring a project to, or maintain, production. For example, our PNG operations have on occasion been disrupted by the blockading of access routes by landowners and occupants of the land the subject of such operations. These disruptions arise from a range of operational and non-operational grievances, including non-distribution by the PNG Government to local communities of mine-

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derived royalties and other benefits, inter-community land ownership disputes, unhappiness with local or regional infrastructure or services delivery, and local business rivalries regarding the provision of goods and services to the operations.

The cost of implementing measures to support sustainable development could increase capital expenditure and operating costs and therefore adversely impact our reputation, business, operational results and financial condition. See "Integrated Annual Report for the 20-F 2024 – Harmony – Material matters" on pages 36 to 43 and "Harmony – Stakeholder engagement” on pages 44 to 49.

We may not be able to meet our ESG targets due to unforeseen factors beyond our control

We have announced a range of net zero and other ESG-related targets for the next five years, including environmental management, land rehabilitation, climate change, energy and emissions management, water use optimization, tailings and waste management, air quality, biodiversity and conservation, employee health and safety, wellness and healthcare, community empowerment, corporate social investment and corporate governance. We cannot guarantee that we will meet all these targets. For instance, the climate crisis cannot be addressed by Harmony, or any organization, on its own. Our progress is dependent not only on our own actions but on (i) the governments of the countries in which we operate, (ii) clear, early regulatory policy to help drive the change needed to meet our targets and (iii) actions of those in our value chain and wider society. Failure to meet these targets could have a material adverse effect on our business, operating results and financial condition, as well as pose reputational and litigation risks. See "Integrated Annual Report for the 20-F 2024 – Environment" set forth on pages 91 to 164.

Compliance with emerging climate change regulations could result in significant costs for us

Increased global awareness that GHGs contribute to climate change has resulted in legislative mechanisms obliging companies to report GHG emissions and implement measures to reduce GHG emissions and imposing penalties or taxes on GHG emissions. The manner in which these legislative mechanisms and sustainability measures will affect the Company are set out in more detail below.

Reporting GHG Emissions

In South Africa, the National Greenhouse Gas Emission Reporting Regulations require that we register our operations that involve fuel combustion activities associated with mining and quarrying in excess of 10MW as well as certain other activities associated with the mineral industry. We must report our GHG emissions and activity data in respect of these operations in accordance with the Technical Guidelines for Monitoring, Reporting and Verification of Greenhouse Gas Emissions by Industry (“Technical Guidelines”) for each of the relevant GHGs and the Intergovernmental Panel on Climate Change (“IPCC”), emission sources by March 31st of each year. The Technical Guidelines are a companion to the South African National GHG Regulations and describe the reporting methodology as specified in the Air Quality Act.

Reduction in GHGs

GHGs are emitted directly by our operations, as well as indirectly as a result of consuming electricity generated by external utilities. Emissions from electricity consumption are indirectly attributable to our operations.

A number of international measures seeking to mitigate or limit GHG emissions have been ratified by South Africa, Australia and PNG, including the Paris Agreement, a treaty negotiated at the Conference of the Parties of the UN Framework Convention on Climate Change in Paris in December 2015 (the “Paris Agreement”), pursuant to which member countries set out the manner and period in which they plan to reduce emissions. This commitment or “nationally-determined contribution” is informed by each member country’s circumstances:

•Pursuant to South Africa’s nationally-determined contribution, GHG emissions will peak between 2020 and 2025, plateau from 2025 to 2035 and thereafter decline from 2036 onwards.

•The Australian government has committed to reaching net zero emissions by 2050 and, in 2022, announced additional emissions reduction targets of 43% on 2005 levels by 2030.

•PNG’s GHG emissions have historically been negligible. However, according to PNG’s nationally-determined contribution, economic development in PNG will see an increased reliance on fuel. The PNG Government therefore plans to reduce fossil fuel emissions in the electricity generation sector and transition to 100% renewable energy by 2030, provided that funding is available.

The Carbon Tax Act was enacted to assist South Africa in meeting its objectives under its nationally-determined contribution. The Carbon Tax Act came into effect on June 1, 2019. Pursuant to the Carbon Tax Act, a party is liable to pay a carbon tax if it conducts an activity in South Africa resulting in GHG emissions above the threshold set out in Schedule 2 to the Carbon Tax Act. The tax is charged at a rate of R159 per tonne of GHG emissions generated by burning fossil fuels, unintentionally emitting GHGs during the extraction, processing, delivery and burning of fossil fuels for energy production, including from industrial plant and pipelines, and conducting manufacturing processes that chemically and physically transform materials.

The tonnage of GHGs in respect of these activities is determined by multiplying GHG emission factors contained in the Schedules to the Carbon Tax Act by the mass of fossil fuels or raw materials used or produced, as the case may be. Until December 31, 2025 the tax rate will be increased annually by the consumer price index (“CPI”) plus 2%. Thereafter, the rate will increase annually by the CPI.

In order to reduce the significant tax that results by multiplying the total tonnage of GHG by R159, the Carbon Tax Act makes provision for various “allowances” which could result in a decrease of the carbon tax payable by up to 95%. These allowances include:

• allowance for fossil fuel combustion;

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• allowance for industrial process emissions;

• allowance in respect of fugitive emissions;

• a trade exposure allowance;

• a performance allowance;

• a carbon budget allowance; and

• an offset allowance.

These allowances reduce the effective carbon tax rate to between R8 and R64 per tonne of GHG. Pursuant to section 19 of the Carbon Tax Act, the South African Minister of Finance ("Minister of Finance") must make regulations regarding: the sub sector GHG emissions intensity benchmark required in order to calculate the performance allowance, the manner in which the trade exposure allowance must be determined and carbon offsets which have all now been promulgated. The South African National Treasury published amendments to the National Greenhouse Gas Emission Reporting Regulations in May 2024, which extended the validity of offset projects to December 31, 2025, to align it with the already approved extension of the phase 1 carbon tax process.

As discussed above under "–Risks Related to ESG", the Climate Change Act was signed into law on July 18, 2024, and was published on July 23, 2024. However, in terms of Section 35 of the Act, it will only come into effect on a date fixed by the President, by proclamation in the Government Gazette, which has not yet occurred. The Climate Change Act would impose carbon budgets on entities in certain high-emitting industries, such as mining. It also requires companies, including Harmony, to submit pollution prevention plans covering the period from January 1, 2021 to December 31, 2025. The carbon budgets are intended to operate as statutory limits for CO2e emissions in excess of which may entail a fine, or other punitive measures. It is expected that the Carbon Tax Act will be aligned with the Climate Change, such that it will set out the amount that companies will be required to pay for CO2e emissions exceeding the applicable carbon budget. Until the sectoral emission targets and carbon budgets are published, it is expected that businesses will continue to submit progress reports on their pollution prevention plans in terms of the Pollution Prevention Plan Regulations, which form the basis for the greenhouse gas mitigation plans in terms of the Climate Change Act.

Our tax liability due to the carbon tax has been provisionally estimated post 2030. However, at this time it is not possible to determine the ultimate impact of the Carbon Tax Act on the Company. Nevertheless, we have set our internal carbon price (for the South African operations) to match that of the carbon tax. We may also be liable for potential pass-through costs from our suppliers in the short term from increased fuel prices. Simultaneously with the introduction of the carbon tax under the Carbon Tax Act, a carbon fuel levy was introduced under the Customs and Excise Act 91 of 1964 ("Customs and Excise Tax"), as part of the current South African fuel levy regime. The carbon tax on liquid fuels will be imposed at the fuel source. It is estimated that the increased fuel price would be R0.11/liter for petrol and R0.14/liter for diesel. This will have an impact on our operational expenses.

The carbon tax poses a relatively low cost to us until December 31, 2025 after which it is anticipated that the “allowances” discussed above will be reduced and the tax will be increased. It is also anticipated that carbon taxes will be imposed on electricity usage generated from fossil fuels. The impact of the carbon tax on us arising from electricity usage after December 31, 2025 is estimated to range from R100m to R600m by 2030. Although these rates as well as the longer term assumptions have been built into our business plans, with a 300% absolute increase in the price of carbon over the next seven years, it is set to put significant pressure on our business.

The largest portion of GHG emissions is predominantly electricity-related, with electricity expenditure amounting to approximately 15% of our cash costs in South Africa. While cost management is clearly a strategic issue for us, of even greater importance is that energy supply be constant and reliable, given the implications of a loss of energy on both production and health and safety. Additional taxes on energy will affect us significantly, as will regulation that may include, among other things, emission measurement and reduction, audit processes and human resource costs. There is some sentiment expressed by South African National Treasury that the taxes may be increased but this is not supported by regulation at present.

Assessments of the potential impact of future climate change regulations are still uncertain, given the wide scope of potential regulatory change in South Africa. Such regulatory initiatives and related costs could have a material adverse effect on the business, operating results and financial condition.

Climate Change legislation and policy

South Africa

As mentioned above, the Climate Change Act was published on July 23, 2024, in response to the international commitments made under the Paris Agreement. It aims to address climate change in the long-term by aiming for a climate resilient and low carbon economy in South Africa.

Australia

In 2022, Australia passed the Climate Change Act 2022 (Cth) which enacts the 2030 and 2050 emission reduction targets in legislation. The Australian government has also progressed reforms in a number of sectors to align with its climate targets, including amendments to the Safeguard Mechanism, the primary tool to limit emissions from large emitting facilities. See “– We are subject to extensive environmental regulations in the countries in which we operate – Australia”. Such regulatory initiatives and related costs, while they are not expected to have significant impact in the near term, could have a material adverse effect on the business, operating results and financial condition in the future.

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Papua New Guinea

In PNG, the PNG Climate Change (Management) Act 2015 provides the regulatory framework with respect to climate change in PNG, and establishes PNG’s Climate Change and Development Authority as the coordinating entity for climate change related policies and actions across PNG and the designated National Authority under the UN Framework Convention on Climate Change. Implementation actions under this policy to date have been very limited, however in January 2021 the PNG Climate Change Fees and Charges came into effect which include taxes on carbon in fuel products and a Green Fee (a departure tax for non-residents leaving PNG), and in August 2022 a draft Climate Change (Management) (Carbon Markets) Regulation was circulated for discussion. Future implications of the climate change policy on our operations in PNG are still being established and while they are not expected to have significant impact in the near term, they may potentially have a material adverse effect on our business, operating results and financial condition in the future.

Additionally, a number of regulators are adopting or considering new environmental disclosure rules. For example, in March 2024, the SEC adopted final rules under SEC Release No.34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors (the “SEC Climate Disclosure Rules”), which will require registrants to provide certain climate-related information in their registration statements and annual reports. While the SEC stayed the effectiveness of the SEC Climate Disclosure Rules in April 2024 and it is uncertain if or when compliance will be mandated, a number of other jurisdictions are also mandating disclosure of climate-related risks and effects. These recently enacted and proposed regulations may impose meaningful costs and demand significant attention from management, all of which could affect our business and our results of operations.

See "Integrated Annual Report for the 20-F 2024 – Environment – Environmental stewardship", and "Environment – Climate change, energy and emissions management” on pages 91 to 98 and 103 to 111 for disclosure regarding our GHG emissions.

Climate change may present physical risks to our operations and carbon tax projections may have serious financial implications to our business profitability and sustainability

Our operations could be exposed to a number of physical risks posed by climate change, such as changes in rainfall, rising sea levels, reduced water availability, higher temperatures and more frequent extreme weather events. Events or conditions such as fires, flooding or inadequate water supplies could disrupt our mining and transport operations, mineral processing and rehabilitation efforts, create resource or energy shortages, damage property or equipment and increase health and safety risks. Such events or conditions could have other adverse effects on our workforce and on the communities around our mines, such as an increased risk of food insecurity, water scarcity and prevalence of disease. Each of these potential physical impacts of climate change could disrupt our operations and have a material adverse effect on our business, operating results and financial condition.

The cost of occupational health care services and the potential liabilities related to occupational health diseases may increase in future and may be substantial

Our operations are subject to health and safety regulations which could impose significant cost burdens.

South Africa

In South Africa, the MHSA imposes various duties on mines and grants the authorities broad powers to, among others, close mines which are unsafe or hazardous to the health of persons and order corrective action on health and safety matters.

There is a risk that the cost of providing health services, complying with applicable regulations, including the Compensation for Occupational Injuries and Diseases Act, 130 of 1993 ("COIDA"), and the Occupational Diseases in Mines and Works Act, 78 of 1973 ("ODMWA"), and implementing various programs could increase in future, depending on changes to underlying legislation, legal claims and the profile of our employees. This increased cost, should it transpire, could be substantial, but is currently indeterminate.

The Occupational Lung Disease Working Group (“Working Group”), was formed in fiscal 2014 to address issues relating to compensation and medical care for occupational lung disease in the South African gold mining industry. The Working Group, made up of African Rainbow Minerals Limited, Anglo American SA, AngloGold, Gold Fields Limited, Harmony and Sibanye Gold Limited, has had extensive engagements with a wide range of stakeholders since its formation, including government,