EX-2.1 2 exhibit21nom24.htm EX-2.1

年度股東大會通知

			謹此通知股東，誠邀出席 harmony gold mining company limited 年度股東大會（AGM）Harmony 或 權益代理）將根據已修訂的2008年第71號公司法第63(2)(a)條的規定進行。證券法案），及公司章程第19條（“MOI”），將在2024年11月27日上午11:00（南非時間）全面通過電子通訊進行，以進行以下設定的業務並考慮，並在本股東大會通知書中設定的普通及特別決議中，根據認定，擬定，如有需要，或經修改，採納。通知”).

有關在線設施以及相關程序和連接方式的更多信息，請參閱本股東大會通知書下方標題為“電子參與”的部分。

根據本公司法案第59(1)(a)和(b)條款，公司董事會已設定股東資格登記日期，以確定有權：董事會哪些股東有權：

»根據公司的證券登記，股東必須在2024年10月18日（星期五）前登記，才能收到此股東大會通知。

»參與並投票參加股東大會（即股東必須在公司證券登記冊中登記的日期）為2024年11月22日，因此，為參與並投票參加會議的最後交易日期為2024年11月19日星期二。

由於周年股東大會將僅供電子參與，因此透過舉手投票的方式進行投票將既不合適也不實際。因此，主席已經確定所有投票將透過電子線上設施提供的途徑進行按名投票。請查看本通知中以下標題為 “電子參與” 的部分。

年度基本報表的發表

公司2024年6月30日結束之年度審核合併基本報表將根據法案第30(3)(d)條的規定連同第61(8)(a)條的規定，提交給公司股東在股東大會上。基本報表還包括審計師、審計和風險委員會以及董事的報告。

公司的完整審計合併年度基本報表可在Harmony的網站上找到。 www.har.co.za.

團體社會及倫理委員會報告的介紹

根據法案第43(5)(c)條的規定，社會與道德委員會的報告將於2024年esg報告的第33至34頁提交給股東（在Harmony網站上查看） www.har.co.za將在股東周年大會上向股東介紹。

變更通知

1.本公司特此根據法案第17條公佈修改其MOI的通知，以更正MOI中的專利錯誤或缺陷，如下所述。

2.公司於2024年1月31日舉行了其電子特別股東大會（"EGM"），根據股東大會通知中所載的所有普通和特別決議，股東必需的多數贊成，該通知由2023年12月14日EGM日後形成，作為公司對股東的通函的一部分刊登在公司網站上，並於2023年12月18日寄給公司股東。根據前述批准，公司股東批准了MOI的某些修訂。EGM公司於2024年1月31日舉行了其電子特別股東大會（"EGM"），根據股東大會通知中所載的所有普通和特別決議，股東必需的多數贊成，該通知由2023年12月14日EGM日後形成，作為公司對股東的通函的一部分刊登在公司網站上，並於2023年12月18日寄給公司股東。根據前述批准，公司股東批准了MOI的某些修訂。

3.儘管2024年1月31日對公司章程進行了修訂，但向公司和知識產權委員會提交的章程版本並未反映該章程於2024年1月31日由公司股東以特別決議進行了修改。 公司董事會於2024年10月24日通過決議，通過修正章程第17(1)條來更正章程中的這一明显錯誤或缺陷，修訂了章程第51頁：

3.1.刪除這些詞語：

「本公司章程於2012年11月28日特別股東大會通過，並於2013年12月5日再次經股東特別決議修訂，再於2018年2月1日經股東特別決議再次修改」，

3.2.用這些詞語取代它們：

「本公司章程於2012年11月28日股東特別決議採納，並於2013年12月5日股東特別決議修訂，再於2018年2月1日股東特別決議修訂，以及再次於2024年1月31日股東特別決議修訂」。

4.本MOI變更通知將於根據本通知的條款刊登後的業務日期內提交至公司和知識產權委員會。

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待考慮和採納的決議

1. 一般決議案號碼 1:

重新選舉一位董事

「決議本年股東週年大會依據公司章程定期退任的Dr Mavuso Msimang，並能夠當選的情況下，立即再次當選為公司的董事。」（參見Dr Mavuso Msimang的履歷如下）。

			Dr Mavuso Msimang 領導獨立非執行董事 任命： 2011年3月26日 資格： »MBA（專案管理） »BSc 委員會成員資格： »提名委員會（主席） »社會與道德委員會 Mavuso於2011年3月26日被任命為董事會成員。他在執行層的管理領域擁有28年的經驗，直至2010年前16年間參與了多家國有企業的成功轉型和重組。 他在公共部門機構擔任過多個高級職位，包括南非旅遊局、南非國家公園和國家資訊技術署（SITA），在SITA中先後擔任過首席執行官。他還曾在幾家南非非政府組織工作。Mavuso於2010年從公務員部門退休，之前在內政部擔任了三年的總幹事。他擔任過奧利弗和阿德萊德坦博基金會的首席執行官。 在南非民主政體確立之前，他曾在國際發展機構——加拿大世界大學服務機構和国际救援協會工作，分別作為他們在埃塞俄比亞和肯尼亞的代表。他還曾在聯合國兒童基金會和世界糧食計劃署擔任高級管理職位。目前，Mavuso擔任多個身份幣組織、環保母基和私營板塊的董事。他是非洲公園網路的共同創辦人，並擔任其名譽董事成員。Mavuso是貪污監察的前主席，並且是一名對於良好治理和反對腐敗的公共評論家。

通過普通決議1所需的表決權百分比：公司股東出席股東大會或以代理人代表並有權行使普通決議1的表決權的表決權超過50％（百分之五十）。

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年度股東大會通告繼續

2. 普通議案第2項：

重新選舉一位董事

「決議通過，根據公司章程，Vishnu Pillay將在本屆週年股東大會上按輪班制度退休，並且有資格且可再次當選，現正立即重新當選為公司董事。」（請參閱Vishnu Pillay的履歷）。

			Vishnu Pillay 獨立非執行董事 任命： 2013年5月8日 資格： »榮譽理學士學位 »msc 委員會成員資格： »酬酬委員會（主席） »科技委員會 »投資委員會 »提名委員會 2013年5月8日，Vishnu被任命為董事會成員。他曾擔任英美鉑金有限公司聯合企業與退出業務執行負責人，該職位於2018年12月31日退休。在2011年加入英美鉑金之前，他曾擔任金田有限公司南非業務執行副總裁兼南非業務負責人，之前是Driefontein金礦的副總裁兼業務負責人。 他35年的礦業生涯分別在金田有限公司和英美鉑金之間度過。在2004年，他在南非的科學與工業研究理事會短暫工作兩年，擔任礦業技術總監和機構規劃和運營集團執行主管。 Vishnu還曾作為獨立非執行董事擔任Foskor Proprietary有限公司董事會成員。

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

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3. Ordinary resolution number 3:

Re-election of a director

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

			Karabo Nondumo Independent non-executive deputy chairperson Appointed: May 3, 2013 Qualifications: »BAcc »HDip (ACC) »CA (SA) Committee memberships: »Social and ethics committee (chairperson) »Audit and risk committee »Investment committee »Nomination committee Karabo was appointed to the board on 3 May 2013. She is an entrepreneur who has interests in provision of industrial supplies and investments. She held executive head roles within Vodacom Business and Mergers & Acquisitions at Vodacom Group. She is a previous CEO of AWCA Investment Holdings Limited. She was an associate as well as executive assistant to the chairman at Shanduka Group. Karabo is a qualified Chartered Accountant and a member of the South African Institute of Chartered Accountants (SAICA) and African Women Chartered Accountants (AWCA). She has extensive experience in the Telecommunications, Financial Services and Mining sectors. She is an independent non-executive director of: Harmony Gold Mining Company Limited (Chair: social and ethics; member of nomination; investment; and audit and risk sub-committees); Sanlam Limited (Chair: social and ethics; member of risk and compliance; audit and actuarial, HR and nomination sub-committees); TCI-Tiso Proprietary Limited (Chair: finance and risk committee) and MTN Group Operating companies in Swaziland, Zambia, Uganda and Rwanda (Chair: audit and risk committee). She is an advisory member of Senatla Capital and a trustee of Mabindu and Ubuntu-Botho Women’s Trusts. Previous board roles include MTN Group Operating companies in Sudan and South Sudan, Brightrock Holdings Limited; Merafe Resources Limited; SA Express Airways SOC Limited; Rolfes Holdings Limited and Richards Bay Coal Terminal.

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

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Notice of annual general meeting continued

4. Ordinary resolution number 4:

Re-election of audit and risk committee member

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

			John Wetton Independent non-executive director Appointed: July 1, 2011 Qualifications: »CA (SA) »FCA Committee memberships: »Audit and risk committee (chairperson) »Social and ethics committee »Remuneration committee »Investment committee John was appointed to the board on 1 July 2011. He spent his professional career with Ernst & Young Incorporated (EY) in the United Kingdom and South Africa mainly in corporate audit. He attended several post qualification programmes including those presented by the University of Cape Town Graduate School of Business, Harvard Business School and Gordon Institute of Business Science. When EY integrated globally, he had a business development role across sub-Saharan Africa and was also part of the team that led the strategic integration of EY’s practices and services throughout sub-Saharan Africa. For several years he led EY’s mining group and acted as senior partner for many of the firm’s major mining and construction clients. He was a member of EY’s executive management committee (board) and was, until retirement, a member of the EY Africa Governance Board.

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

5. Ordinary resolution number 5:

Re-election of audit and risk committee member

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

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

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6. Ordinary resolution number 6:

Re-election of audit and risk committee member

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

			Given Sibiya Independent non-executive director Appointed: May 13, 2019 Qualifications: »BComm »BAcc »CA (SA) Committee memberships: »Audit and risk committee »Social and ethics committee Given was appointed to the board on 13 May 2019. She is a chartered accountant and until 31 August 2014 was Head: Internal Audit at SekelaXabiso Proprietary Limited. She has over 30 years’ experience in internal and external auditing, risk management, management consulting, corporate governance and forensic auditing. Prior to joining SekelaXabiso Proprietary Limited, she spent nine years at SizweNtsaluba VSP where she was Director: Forensics and where from 2005 she headed the Corporate Governance Services Division. She also worked for Anglo American Corporation as an internal auditor in the Group Audit Services Department from April 1994 to May 1996. Prior to that, she served articles at KPMG Aiken & Peat from 1991 to early 1994. She has served as a member of the audit and risk committee for a number of entities, including as chairperson of the audit committee for Basil Read Holdings Limited, South African Express Airways SOC Limited and Brand South Africa. Previously a non-executive director of Chapter Zero South Africa, she has now been requested to assist temporarily as a part-time Chief Operating Officer. She is a non-executive board member of Ithala SOC Limited, where she chairs both the audit and compliance committee and the social, ethics and sustainability committee. She served as an audit committee member of the Presidency for three years and as chairperson for a further 3 years until December 2022 and currently chairs the audit and risk committee of the Composers, Authors and Publishers Association (CAPASSO).

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

7. Ordinary resolution number 7:

Re-election of audit and risk committee member

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

			Bongani Nqwababa Independent non-executive director Appointed: May 18, 2022 Qualifications: »B.Acc (Hons) »FCA »MBA Committee memberships: »Investment committee (chairperson) »Audit and risk committee »Remuneration committee Bongani was appointed to the board on 18 May 2022. He was Joint CEO of Sasol Limited. Prior to that, he was CFO and executive director at Sasol, Anglo American Platinum, Eskom and Shell Southern Africa. He has over 30 years’ experience in the mining, petrochemicals, and energy sectors globally and in South Africa. Bongani is currently an independent non-executive director of the Development Bank of Southern Africa (DBSA), Discovery Bank Limited and African Rainbow Minerals Limited. He is Chairman of Babcock Ntuthuko Engineering and Babcock Plant Services in South Africa. He previously served on the board of Old Mutual plc as an independent non-executive director and chaired the SARS Audit Committee.

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

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Notice of annual general meeting continued

8. Ordinary resolution number 8:

Re-election of audit and risk committee member

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

			Martin Prinsloo Independent non-executive director Appointed: May 18, 2022 Qualifications: »CA(SA) Committee memberships: »Audit and risk committee »Technical committee »Investment committee Martin was appointed to the board on 18 May 2022. He has 30 years of corporate, project and structured finance experience, including eight years as financial director (CFO) of a JSE-listed company. Martin’s early career progressed from KPMG through the Industrial Development Corporation after which he joined BoE Merchant Bank as director of Specialised Finance where he implemented several listing and funding transactions predominantly in the resources industry. In 2003, he was appointed to Anglo Platinum as head of Corporate Finance and Business Development and acted in the capacity of executive head Finance (CFO) for just over a year before joining Royal Bafokeng Platinum as CFO in 2009. Martin invested into a private equity business, Fledge Capital in March 2019 and is also a non-executive director of a number of unlisted companies including Oasis Water Holdings Proprietary Limited.

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

9. Ordinary resolution number 9:

Re-appointment of external auditors

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

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

10. Ordinary resolution number 10:

Approval of remuneration policy

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

As this matter is non-binding, no minimum voting threshold is needed. However, in the event that 25% (twenty-five percent) or more of the voting rights exercised on ordinary resolution number 10 are against such resolution, the Company shall engage with dissenting shareholders and implement measures, in the manner set out in the remuneration policy read with King IV.

11. Ordinary resolution number 11:

Approval of the implementation report

“RESOLVED, as a non-binding advisory vote in accordance with the recommendations of King IV, that the implementation report of the Company, as set out in the remuneration report (available on Harmony’s website at www.har.co.za) be and is hereby approved.”

As this matter is non-binding, no minimum voting threshold is needed. However, in the event that 25% (twenty-five percent) or more of the voting rights exercised on ordinary resolution number 11 are against such resolution, the Company shall engage with dissenting shareholders and implement measures, in the manner set out in the implementation report read with King IV.

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12. Ordinary resolution number 12:

General authority to issue shares for cash

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

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

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

(c)securities which are the subject of general issues for cash in the aggregate may not exceed 5% (five percent) of the Company’s shares in issue as at the date of this Notice of AGM, excluding treasury shares – the number of shares available for the issue of shares for cash will therefore be limited to 30 996 775 shares, provided that;

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

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

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

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

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

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

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

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

In terms of the JSE Listings Requirements, the passing of ordinary resolution number 12 requires the approval of at least a 75% (seventy-five percent) majority of the votes cast by shareholders of the Company present at the AGM or represented by proxy at this AGM, and entitled to exercise voting rights on ordinary resolution number 12.

13. Special resolution number 1:

Pre-approval of non-executive directors’ remuneration

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

Directors’ remuneration (R’000)

			Board															Committee
															Attendance
			Annual Retainer												Fee1			Audit and risk						Social and ethics						Remuneration						Nomination						Investment						Technical
			Chairman			Deputy chair			LID2			Member			Member			Chair			Member			Chair			Member			Chair			Member			Chair			Member			Chair			Member			Chair			Member
Current			1 892,7			696,4			623,5			417,7			32,9			405,4			204,1			284,0			154,7			284,0			154,7			284,0			154,7			284,0			154,7			284,0			154,7
Proposed			1 993,3			731,2			654,9			438,6			34,5			425,7			214,3			298,2			169,8			298,2			162,4			298,2			162,4			298,2			162,4			298,2			162,4
Increase			5,3%			5,0%			5,0%			5,0%			4,9%			5,0%			5,0%			5,0%			9,8%			5,0%			5,0%			5,0%			5,0%			5,0%			5,0%			5,0%			5,0%

1    Only payable per board meeting attended.

2    Lead independent director.

Ad hoc fees: R23 578 ad hoc meeting/attendance to company business per day (5.5% increase).

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

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

Note: The accompanying explanatory notes can be found on page 12.

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Notice of annual general meeting continued

Electronic participation

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

Shareholders who wish to electronically participate in and/or vote at the AGM are required to complete the Electronic Participation Application Form attached hereto and email same to The Meeting Specialist Proprietary Limited (“TMS”) at proxy@tmsmeetings.co.za or contact them on +2781 711 4255/+2784 433 4836/ +2761 440 0654 as soon as possible, but in any event no later than 11:00 (SA time) on Monday, 25 November 2024.

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

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

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

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

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

Identification, proxies and voting

Shareholders are reminded that:

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

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

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

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

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

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

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Forms of proxy attached hereto must be dated and signed by the shareholder of the Company appointing a proxy and, for the sake of good order, are urged (but not required) to be submitted to the offices of the Transfer Secretaries by no later than 11:00 (SA time) on Monday, 25 November 2024.

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

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

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

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

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

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

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

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

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

By order of the Board

Harmony Gold Mining Company Limited

S Mohatla

Group company secretary

25 October 2024

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Notice of annual general meeting continued

Annual general meeting explanatory notes

Presentation of annual financial statements

At the AGM, the directors must present the annual financial statements for the year ended 30 June 2024 to shareholders as required in terms of section 30(3)(d) of the Act, together with the reports of the directors, audit and risk committee and the auditors.

Presentation of group social and ethics committee report

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

Ordinary Resolution Number 1:

Re-election of a director

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

Ordinary Resolution Number 2:

Re-election of a director

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

Ordinary Resolutions Numbers 3:

Re-election of a director

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

Ordinary Resolutions Numbers 4 to 8:

Re-election of audit and risk committee

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

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

Ordinary Resolution Number 9:

Re-appointment of external auditors

Ernst & Young Incorporated has indicated its willingness to continue in office and ordinary resolution 9 proposes the re‑appointment of that firm as the Company’s auditors. Section 90(3) of the Act requires the designated audit partner to meet the criteria as set out in section 90(2) of the Act.

The board is satisfied that Ernst & Young Incorporated meets all relevant requirements.

Ordinary Resolution Number 10:

Remuneration policy

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

Ordinary Resolution Number 11:

Approval of Implementation report

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

At the time of finalising the remuneration policy and the implementation report in terms of ordinary resolutions 10 and 11, the effective implementation date of the Companies Second Amendment Act, No 17 of 2024, is yet to be announced. Upon implementation of the Companies Second Amendment Act, the Board will ensure compliance with the required provisions of the Act as amended by the Companies Second Amendment Act. Although the amendments to the Companies Act are not yet effective, the ratio of the total remuneration of the top paid 5% of our employees compared to that of the lowest paid 5% has been disclosed in the implementation report on a voluntary basis, in line with the disclosure in 2023.

In the event that 25% (twenty-five percent) or more of the votes are cast against ordinary resolutions number 10 and/or 11, the company undertakes to engage with dissenting shareholders in the manner stipulated in the remuneration report read with King IV.

Ordinary Resolution Number 12:

General authority to issue shares for cash

Ordinary resolution number 12 seeks to give the directors authority to issue the Company’s listed securities for cash as permitted by the Act, the MOI and the JSE Listings Requirements.

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

Special Resolution Number 1:

Pre-approval of non-executive directors’ remuneration

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

The non-executive director fees were reviewed by the independent adviser and inflation related increases ranging from 4.9% to 5.3% were recommended for all board and board committee fees, apart from a 9.8% increase to the social and ethics committee fee to better align this fee to market benchmarks.

General

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

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FORM OF PROXY

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

For use by certificated shareholders and dematerialised shareholders with “own-name” registration who are unable to attend and vote at the AGM to be held entirely by electronic communication on Wednesday, 27 November 2024 at 11:00 (South African Standard Time) or at any adjournment thereof.

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

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

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

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

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

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

Signed at			this			day of			2024
Signature
Assisted by me, where applicable (name and signature)

Completed Forms of Proxy must be dated and signed by the shareholder appointing a proxy and must be lodged electronically with Transfer Secretaries. Shareholders are urged (but not required) to electronically deliver their completed Form of Proxy by no later than 11:00 (South African Standard Time) on Monday, 25 November 2024 to meetingservices@jseinvestorservices.co.za.

Please read the notes and instructions on the reverse side.

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NOTES TO FORM OF PROXY

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

a.registered holders of shares in certificated form; or

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

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

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

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

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

6.Forms of Proxy (enclosed) must be dated and signed by the shareholder appointing a proxy and must be lodged electronically with JSE Investor Services Proprietary Limited. Shareholders are urged (but not required) to electronically deliver their completed Form of Proxy by no later than 09:00 (South African Standard Time) on Monday, 25 November 2024 to the offices of the Transfer Secretaries, JSE Investor Services Proprietary Limited, One Exchange Square, Gwen Lane, Sandown, Sandton, 2196 (PO Box 4844, Johannesburg, 2000 email: meetingservices@jseinvestorservices.co.za).

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

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

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

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

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

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ELECTRONIC PARTICIPATION FORM

Electronic participation in the Harmony Gold Mining Company Limited electronic annual general meeting to be held on 27 November 2024			Harmony Gold Mining Company Limited (Incorporated in South Africa) (Registration number: 1950/038232/06)JSE share code: HAR ISIN: ZAE000015228 JSE share code: HAR NYSE: HMY (“Harmony” or the “Company”)

»Shareholders or their proxies who wish to participate in the annual general meeting via electronic communication (“Participants”), must apply to the Company’s meeting scrutineers to do so by emailing the form below (“the application”) to the email address of the Company’s meeting scrutineers, The Meeting Specialist (Proprietary) Limited (“TMS”), by no later than 11:00 (SA time) on Monday, 25 November 2024. The email address is as follows: proxy@tmsmeetings.co.za.

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

–to furnish them with their voting instructions; and

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

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

»Each shareholder, who has complied with the requirements below, will be contacted between 25 and 27 November 2024 via email/mobile with a unique link to allow them to participate in the electronic annual general meeting.

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

»The cut-off time, for administrative purposes, to participate in the meeting will be 11:00am (SA time) on 25 November 2024.

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

Application form

Name and surname of shareholder
Name and surname of shareholder representative (if applicable)
ID number of shareholder or representative
Email address
Mobile/cell number/Telephone number
Name of CSDP or Broker (if shares are held in dematerialised format)
SCA number/Broker account number or Own name account number
Number of shares
Signature

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

Terms and conditions for participation at the Harmony Gold Mining Company Limited annual general meeting to be held on 27 November 2024 via electronic communication

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

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

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

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

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

Shareholder name:
Signature:
Date:

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

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ADMINISTRATIVE AND CONTACT DETAILS

Harmony Gold Mining Company Limited

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

Registration number: 1950/038232/06

Corporate office

Randfontein Office Park

PO Box 2, Randfontein, 1760, South Africa

Corner Main Reef Road and Ward Avenue,

Randfontein, 1759, South Africa

Telephone: +27 11 411 2000

Website: www.harmony.co.za

Directors

Dr PT Motsepe* (chairman)

KT Nondumo*^ (deputy chairman)

Dr M Msimang*^ (lead independent director)

PW Steenkamp** (chief executive officer)

BP Lekubo** (financial director)

Dr HE Mashego** (executive director)

B Nqwababa*^

VP Pillay*^

MJ Prinsloo*^

GR Sibiya*^

PL Turner *^

JL Wetton*^

*    Non-executive

**    Executive

^    Independent

Investor relations

Email: HarmonyIR@harmony.co.za

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

Website: www.harmony.co.za

Company secretary

SS Mohatla

Email: companysecretariat@harmony.co.za

Telephone: +27 11 411 2359

Transfer secretaries

JSE Investor Services South Africa (Proprietary) Limited

(Registration number 2000/007239/07)

19 Ameshoff Street, 13th Floor, Hollard House, Braamfontein

Johannesburg, South Africa

PO Box 4844, Johannesburg, 2000, South Africa

Email: info@jseinvestorservices.co.za

Telephone: +27 861 546 572 (South Africa)

Fax: +27 86 674 4381

American Depositary Receipts (ADRs)

Deutsche Bank Trust Company Americas

c/o Equiniti Trust Company LLC, Peck Slip Station

PO Box 2050, New York,

NY10271-2050

Email queries: db@astfinancial.com

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

Int: +1 718 921 8137

Fax: +1 718 921 8334

Sponsor

J.P. Morgan Equities South Africa (Proprietary) Limited

1 Fricker Road, corner Hurlingham Road, Illovo,

Johannesburg, 2196, South Africa

Private Bag X9936, Sandton, 2146, South Africa

Telephone: +27 11 507 0300

Fax: +27 11 507 0503

Trading symbols

JSE: HAR

NYSE: HMY

ISIN: ZAE000015228