NOTICE OF ANNUAL GENERAL MEETING
 Notice is hereby given that the annual general meeting of Harmony Gold Mining Company Limited (the “Company”) will be held on Friday, 25 November 2016 at 11:00 (SA time) at the Hilton Hotel, 138 Rivonia Road, Sandton, Johannesburg, South Africa (see map on page 33), to conduct the business set out below and to consider and, if deemed fit, adopt, with or without modification, the ordinary and special resolutions set out in this notice.
 In terms of section 59(1)(a) and (b) of the Companies Act 71 of 2008, as amended (“Act”), the board of directors of the Company (“Board”) has set the record date for the purpose of determining which shareholders of the Company are entitled to:
  registered in the Company’s securities register to receive the notice of the annual general meeting) as Friday, 21 October 2016; and
  registered in the Company’s securities register to participate in and vote at the annual general meeting) as Friday, 18 November 2016.
 PRESENTATION OF ANNUAL FINANCIAL STATEMENTSThe audited consolidated and Company annual financial statements, incorporating the reports of the auditors, the audit and risk committee and the directors for the year ended 30 June 2016 will be presented to the shareholders of the Company as required in terms of section 30(3)(d) of the Act read with section 61(8)(a) of the Act.
  The complete audited consolidated and Company annual financial statements are available on Harmony’s website at www.har.co.za/15/download/HAR-FR15.pdf
   PRESENTATION OF GROUP SOCIAL AND ETHICS COMMITTEE REPORTIn accordance with regulation 43(5)(c) of the Act, the social and ethics committee’s report in the FY16 integrated annual report (www.har.co.za/14/about/sustainability-approach) will be presented to
    RESOLUTIONS FOR CONSIDERATION AND ADOPTION 1. Ordinary Resolution Number 1:Re-election of director“RESOLVED THAT Cathie Markus, who retires by rotation at this annual general meeting in accordance with the Company’s memorandum of incorporation 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 Cathie Markus’ resumé below).
 Cathie Markus (59)
 BA, LLB
 Independent non-executive director
 Chairman of the remuneration committee and member of the investment committee and the social and ethics committee
 Cathie was appointed to the board on 31 May 2007. After graduating from the University of the Witwatersrand, Cathie served articles, qualifying as an attorney, notary and conveyancer. She then joined the legal department of Dorbyl Limited before spending 16 years at Impala Platinum Holdings Limited, initially as legal advisor and, from 1998 to 2007, as executive director responsible for legal, investor and community affairs. She is currently a trustee of the Impala Bafokeng Trust and chairs the St Mary’s School Waverley Foundation.


The percentage of voting rights required for ordinary resolution number 1 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the annual general meeting or represented by proxy and entitled to exercise voting rights on ordinary resolution number 1.
 2. Ordinary Resolution Number 2:Re-election of director“RESOLVED THAT Karabo Nondumo, who retires by rotation at this annual general meeting in accordance with the Company’s memorandum of incorporation 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 overleaf).
  BAcc, HDip (Acc), CA (SA)
 Independent non-executive director
  Karabo was appointed to the board on 3 May 2013. She is an executive director of the KM Group of companies, providers of integrated information and communications technology solutions to enterprises, as well as of products and services to the mining, engineering and manufacturing industries. She has held various roles at Vodacom Group Limited including that of executive head of Vodacom business as well as of Vodacom’s mergers and acquisitions. She was inaugural chief executive officer of AWCA Investment Holdings Limited and former head of global markets operations at Rand Refinery Proprietary Limited. She was an associate and executive assistant to the former executive chairman at Shanduka Group. She was seconded to Shanduka Coal, where she was a shareholder representative, and also served on various boards representing Shanduka’s interests. She is a qualified chartered accountant, a member of the South African Institute of Chartered Accountants and of African Women Chartered Accountants. She is an independent non-executive director of Sanlam Limited, Merafe Resources Limited, Richards Bay Coal Terminal Proprietary Limited and MTN Group Limited’s operating companies in South Sudan. She is on the advisory board of Senatla Capital.
 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 annual general meeting or represented by proxy and entitled to exercise voting rights on ordinary resolution number 2.
 3. Ordinary Resolution Number 3:Re-election of director“RESOLVED THAT Vishnu Pillay, who retires by rotation at this annual general meeting in accordance with the Company’s memorandum of incorporation 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 Vishnu Pillay’s resumé below).
  BSc (Hon), MSc
 Independent non-executive director
  Vishnu was appointed to the board on 8 May 2013 and is currently executive head of Anglo American Platinum Limited’s joint venture operations, the Rustenburg and Union mines. Before joining Anglo


American Platinum in 2011, he was executive vice-president and head of South African operations for Gold Fields Limited and, prior to that, vice-president and head of operations at Driefontein Gold Mine. His 25 years at Gold Fields Limited were interrupted by a two-year period with the Council for Scientific and Industrial Research, where he was director of mining technology and group executive for institutional planning and operations.
 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 annual general meeting or represented by proxy and entitled to exercise voting rights on ordinary resolution number 3.
 4. Ordinary Resolution Number 4:Re-election of director“RESOLVED THAT Andre Wilkens, who retires by rotation at this annual general meeting in accordance with the Company’s memorandum of incorporation 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 Andre Wilkens’ resumé below).
  Mine Manager’s Certificate of Competency, MDPA (UNISA), RMIIA, Mini MBA Oil and Gas
 Non-executive director
 Chairman of the technical committee and member of the investment committee and the remuneration committee
 André was appointed to the board on 7 August 2007. He was appointed to the board of African Rainbow Minerals Limited in 2004 and was its chief executive officer until March 2012. He is currently executive director growth and strategic development (based in the office of African Rainbow Minerals’ executive chairman). He headed ARMgold Limited for five years and ARM Platinum for a year before being appointed chief operating officer of Harmony after its merger with ARMgold in 2003. André has more than 46 years’ experience in the mining industry, particularly in gold, platinum group metals, iron ore, manganese, coal, chrome, nickel and copper.
 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 annual general meeting or represented by proxy and entitled to exercise voting rights on ordinary resolution number 4.
 5. Ordinary Resolution Number 5:Re-election of audit and risk committee member“RESOLVED THAT John Wetton, who is a non-executive director of the Company, be and is hereby re-elected as a member of the Company’s audit and risk committee with immediate effect to hold office until the next annual general meeting.” (See John Wetton’s resumé below).
  CA (SA), FCA
 Independent non-executive director
 Chairman of the audit and risk committee and member of the social and ethics committee, remuneration committee and investment committee


John was appointed to the board on 1 July 2011. He was with Ernst & Young from 1967 to 2010, mainly in corporate audit, but for his final 10 years he played a business development role across Africa. He led Ernst & Young’s mining group for a number of years and acted as senior partner for some of the firm’s major mining and construction clients. He was a member of Ernst & Young’s executive management committee and was, until retirement, a member of the Ernst & Young Africa governance board.
 The percentage of voting rights required for ordinary resolution number 5 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the annual general meeting or represented by proxy and entitled to exercise voting rights on ordinary resolution number 5.
 6. Ordinary Resolution Number 6:Re-election of audit and risk committee member“RESOLVED THAT Fikile De Buck, 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 annual general meeting.” (See Fikile De Buck’s resumé below).
  BA (Economics), FCCA
 Lead independent non-executive director
 Chairman of the nomination committee and a member of the social and ethics committee, the remuneration committee and the audit and risk committee.
 Fikile was appointed to the board on 30 March 2006. A chartered certified accountant, she was only the second person to obtain this qualification in Botswana. She was awarded the Stuart Crystal Prize for Best Accounting Student at Birmingham Polytechnic (UK), now Birmingham University, being the first black overseas student to be awarded this prize.
 Fikile is a fellow of the Association of Chartered Certified Accountants United Kingdom. From 2000 to 2008, she worked in various capacities at the Council for Medical Schemes in South Africa, including as chief financial officer and chief operations officer. Prior to that she worked in various capacities at the Botswana Development Corporation and was its first treasurer. She also served on various boards representing the corporation’s interests, and was the founding chairman of the Credit Guarantee Insurance Corporation of Africa Limited.
 She has 23 years’ experience in financial reporting at executive level. Fikile is a director of D&D Company Proprietary Limited, a non-executive director and chairman of the audit committee and a member of various other committees of Atlatsa Resources Corporation. She was included in the coffee table book, “South Africa’s Most Inspirational Women” (2011). Fikile mentors a number of young people, mostly women. She is also a member of Women In Mining South Africa.
 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 annual general meeting 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 Simo Lushaba, 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 annual general meeting.” (See Simo Lushaba’s resumé overleaf).


BSc (Hons), MBA, DBA , CD (SA)
 Independent non-executive director
 Chairman of the investment committee and member of the audit and risk committee and the remuneration committee
 Simo joined the board on 18 October 2002. He previously held senior management positions at Spoornet (Rail and Terminal Services division), was vice president of Lonmin Plc and chief executive of Rand Water. He is a non-executive director on the board of Cashbuild Limited and facilitates programmes on corporate governance for the Institute of Directors (South Africa), of which he is a member. He was also appointed as an administrator of the South African Post Office to develop the strategic turnaround plan following the resignation of its board. He is currently chairman of the board for the South African Post Office and chairman of GVSC Communications South Africa Proprietary Ltd. He was also chairman of Spescom Ltd.
 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 annual general meeting or represented by proxy and entitled to exercise voting rights on ordinary resolution number 7.
 8. Ordinary Resolution Number 8:Re-election of audit and risk committee member“RESOLVED THAT Modise Motloba, 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 annual general meeting.” (See Modise Motloba’s resumé below).
  BSc, Diploma in Strategic Management
 Independent non-executive deputy chairman
 Chairman of the social and ethics committee and a member of the nomination committee and the audit and risk committee.
 Modise was appointed to the board on 30 July 2004. He is the founder and chief executive officer of Quartile Capital Proprietary Limited, a black-owned, managed and controlled niche financial services and investment group with expertise in corporate finance, consulting, treasury services, investments and wealth.
 Modise has more than 22 years’ working experience in the financial sector both in South Africa and the United States and has operational expertise in treasury services, corporate finance, fund management and wealth management.
 He has worked for local and global firms such as Rand Merchant Bank, Goldman Sachs, African Merchant Bank, African Harvest Fund Managers and PwC. In addition to Harmony, he has served on the boards of Deutsche Bank Securities, Landbank, Landbank Insurance and Rand Merchant Bank Structured Insurance. Modise has played organisational leadership roles for the South African Reserve Bank, the Financial Services Board, the Association of Black Securities and Investment Professionals, Nafcoc, the Johannesburg Chamber of Commerce and Industries and the Black Business Council.


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 annual general meeting or represented by proxy and entitled to exercise voting rights on ordinary resolution number 8.
 9. Ordinary Resolution Number 9:Re-election of audit and risk committee member“RESOLVED THAT, subject to the passing of ordinary resolution number 2 being approved by the Shareholders of the Company, 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 annual general meeting.” (See Karabo Nondumo’s resumé under ordinary resolution number 2).
 The percentage of voting rights required for ordinary resolution number 9 to be adopted: more than 50%(fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the annual general meeting or represented by proxy and entitled to exercise voting rights on ordinary resolution number 9.
 10. Ordinary Resolution Number 10:Re-appointment of external auditors“RESOLVED THAT PricewaterhouseCoopers Incorporated be and is hereby re-appointed as the external auditor of the Company to hold office from this annual general meeting until conclusion of the next annual general meeting.”
 The percentage of voting rights required for ordinary resolution number 10 to be adopted: more than 50% (fifty percent) of the voting rights exercised on the resolution by shareholders of the Company present at the annual general meeting or represented by proxy and entitled to exercise voting rights on ordinary resolution number 10.
 11. Ordinary Resolution Number 11:Approval of remuneration policy“RESOLVED, as a non-binding advisory vote in accordance with the recommendations of King III, that the remuneration policy of the Company, as set out in the integrated annual report (www.harmony.co.za/investors/reporting/annual-reports), be and is hereby approved.”
    **12. Ordinary Resolution Number 12:
  General authority to issue shares for cash**“RESOLVED THAT the directors of the Company be and are hereby authorised as a general authority to 
issue the 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 directors of the Company may from time to time in their sole discretion deem fit 
subject to the Act, the JSE Listings Requirements of the securities exchange licensed to and operated by 
the JSE Limited, 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;
    percent) of the Company’s shares in issue as at the date of this notice of the annual general meeting, excluding treasury shares. Therefore, the number of shares available for the issue of shares for cash will be limited to 21 873 951 (twenty one million eight hundred and seventy three thousand nine hundred and fifty one) shares;
  from the date on which this resolution is passed, whichever period is shorter, subject to the requirements of the JSE Limited and any other restrictions set out in this authority;


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. The JSE Limited will be consulted for a ruling if the Company’s securities have not traded in such 30 (thirty) business day period.”
 In terms of the JSE Listings Requirements, the passing of ordinary resolution number 12 requires the approval of at least 75% (seventy five percent) majority of the votes cast by shareholders of the Company or present at the annual general meeting or represented by proxy at this annual general meeting and entitled to exercise voting rights on ordinary resolution number 12.
 13. Ordinary Resolution Number 13:Amendments to the Share Plan“RESOLVED THAT the Harmony Gold Mining Company Limited 2006 Share Plan (2016 Amended Version) (“Share Plan”), a copy of which has been labelled for identification purposes and tabled at the annual general meeting, be and is hereby approved.”
 Copies of the Share Plan and full details of the proposed amendments to the Share Plan will be available for inspection during normal business hours at (i) the registered office of the Company from the date of issue of the FY16 integrated annual report of which this notice of annual general meeting forms part and (ii) on Harmony’s report website at
 www.har.co.za/16/
  The percentage of voting rights required for ordinary resolution number 13 to be adopted: at least 75% (seventy five percent) of the voting rights exercised on this resolution, excluding voting rights attaching to securities owned or controlled by persons who are existing participants in the Share Plan which have been acquired in terms of the Share Plan as well as the securities held for purposes of the Share Plan.”
 14. Special Resolution Number 1:Non-executive directors’ remuneration“RESOLVED, as a special resolution 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 for a period of 2 (two) years from the date of this annual general meeting or until the non-executive directors’ remuneration is amended by way of special resolution of the shareholders of the Company, whichever comes first:
 Directors’ remuneration
 Board
 Committee
 Annual retainer
 Attendance
 fee per
 board
 meeting*
 Audit and risk
 Social and ethics
 Remuneration
 Nomination/
 Investment
 Technical
 R’000
 Chairman
 Deputy chair
 LID**
 Member
 Member
 Chairman
 Member
 Chairman
 Member
 Chairman
 Member
 Chairman
 Member
 Chairman
 Member
 Current
 933
 416
 315
 212
 11.0
 233
 117
 185
 93
 185
 93
 185
 93
 185
 93
 Proposed
 985
 439
 333
 224
 17.6
 246
 124
 196
 100
 196
 100
 196
 100
 196
 100
 * Only payable for board meetings attended** Lead independent directorAd hoc fees: R15 000 per ad hoc meeting/attendance to company business per day


(seventy-five percent) of the voting rights exercised on the resolution by shareholders of the Company present at the annual general meeting or represented by proxy and entitled to exercise voting rights on special resolution number 1.
 ELECTRONIC PARTICIPATIONShould any shareholder of the Company wish to participate in the annual general meeting by way of electronic participation (which includes a teleconference call), that shareholder is obliged to apply in writing (including details on how the shareholder or its representative can be contacted) to the transfer secretaries at the address set out below at least 5 (five) business days prior to the annual general meeting. Shareholders who wish to participate in the annual general meeting by dialing in must note that they will not be able to vote electronically. Should such shareholders of the Company wish to have their votes counted at the annual general meeting, they are welcome to cast their votes via representation at the annual general meeting either by proxy or by letter of representation, as provided for in this notice of the annual general meeting. The costs of accessing any means of electronic participation provided by the Company will be borne by the shareholder of the Company. The Company cannot be held liable for any loss, damage, penalty or claim arising in any way from using the telecommunication facility whether or not as a result of any act or omission on the part of the Company or anyone else.
 IDENTIFICATION, PROXIES AND VOTINGShareholders are reminded that -
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 a shareholder eligible to attend and vote at the annual general meeting is entitled to appoint a proxy (or proxies) to attend, participate in and vote at the annual general meeting in place of the shareholder. Shareholders are referred to the proxy form attached to this notice in this regard;
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 in terms of section 63(1) of the Act, any person attending or participating in a meeting of shareholders must present reasonably satisfactory identification and the person presiding at the general meeting 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
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  All beneficial owners whose shares have been dematerialised through a central securities depository participant or broker other than with ‘own name’ registration, must provide the central securities depository participant or broker with their voting instructions in terms of their custody agreement should they wish to vote at the annual general meeting. Alternatively, they may request the central securities depository participant or broker to provide them with a letter of representation, in terms of their custody agreements, should they wish to attend the annual general meeting.
 Unless you advise your central securities depository participant or broker, in terms of your agreement, by the cut-off time stipulated therein, that you wish to attend the annual general meeting or send a proxy to represent you, your central securities depository participant or broker may assume that you do not wish to attend the annual general meeting or send a proxy.
 Forms of proxy (enclosed) must be dated and signed by the shareholder of the Company appointing a proxy and must be received at the offices of the transfer secretaries, Link Market Services South Africa Proprietary Limited, by no later than 11:00 (SA time) on Wednesday, 23 November 2016.
 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:
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 An ordinary shareholder entitled to attend and vote at the annual general meeting may appoint any individual (or individuals) as a proxy/ies to attend, participate in and vote at the annual general meeting in the place of such shareholder. A proxy need not be a shareholder of the Company.
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 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 annual general meeting.
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 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.
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 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.
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 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 Company’s memorandum of incorporation 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.
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 Completing a form of proxy does not preclude any shareholder of the Company from attending the annual general meeting.
  Harmony Gold Mining Company Limited
 R Bisschoff Company secretary Randfontein
  ANNUAL GENERAL MEETING – EXPLANATORY NOTES
 Presentation of annual financial statementsAt the annual general meeting, the directors must present the annual financial statements for the year ended 30 June 2016 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. These are included in the integrated annual report and the financial report.
 Presentation of group social and ethics committee reportAt the annual general meeting, 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 resolutions 1 to 4: Re-election of directorsIn accordance with the Company’s memorandum of incorporation, one-third of directors are required to retire at each annual general meeting and may offer themselves for re-election.
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Ordinary resolutions 5 to 9: Election of audit and risk committeeIn terms of section 94(2) of the Act, a public company must at each annual general meeting elect an audit committee comprising of 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 10: Re-appointment of external auditorsPricewaterhouseCoopers Incorporated has indicated its willingness to continue in office and ordinary resolution 10 proposes the reappointment of that firm as the Company’s auditors. Section 90(3) of the Act requires the designated auditor to meet the criteria as set out in section 90(2) of the Act.
 The Board is satisfied that both PricewaterhouseCoopers Incorporated and the designated audit partner meet all relevant requirements.
 Ordinary resolution 11: Remuneration policyThe King Report on Corporate Governance for South Africa, 2009 (King III) 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 strategy.
 Ordinary resolution number 12: General authority to issue shares for cashOrdinary resolution number 12 seeks to give the directors authority to issue the Company’s listed securities for cash (or the extinction of a liability, obligation or commitment, restraint, or settlement of expenses) as permitted by the Act, the Company’s memorandum of incorporation 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 annual general meeting.
 Ordinary resolution number 13: Amendments to the share planThe Board has approved the adoption and implementation, subject to shareholder approval, of a minimum shareholding requirement. The minimum shareholding requirement is intended to encourage eligible participants to hold vested shares after vesting. This is aimed at aligning executive behaviour with shareholder’s interests.
 In this regard, the following is a high level summary of the terms of the minimum shareholding requirement:1.  the minimum shareholding requirement will apply compulsorily to all awards of performance shares
 made on or after the adoption of the minimum shareholding requirement for as long the target minimum shareholding requirement has not been met;
  chief executive officer, financial director and any other director who is an employee) or an executive manager;
  (expressed in rand) equal to a minimum of 200% (two hundred percent) of such executive director’s cost to company. Executive managers will be required to hold from time to time, a target minimum shareholding value (expressed in rand) equal to a minimum of 100% (one hundred percent) of such executive manager’s cost to company;
  shareholding value (“target threshold”), as follows –4.1. for executive directors, 100% (one hundred percent) of all performance shares which vest shall be
 locked-up in terms of the minimum shareholding requirement until the target threshold is reached; and
    the applicable volume weighted average price of such shares. Such value is increased yearly by the consumer price index;


The Company also wishes to amend the formula applicable to determining the maximum number of performance shares to be awarded to participants on termination of employment under the Harmony share plan. For all awards prior to 25 November 2016, the shares are adjusted as if the group had met only the target performance criteria or adjusted based on the actual achievement against the applicable performance criteria as at the date of termination of employment, whichever is more favourable to the participant. For all awards after 25 November 2016, the shares are adjusted based on the actual achievement against the applicable performance criteria as at the date of termination of employment.
 Special resolution 1: Non-executive directors’ remunerationIn 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 memorandum of incorporation 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 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 annual general meeting or until such time as the non-executive directors’ remuneration is amended by way of special resolution of shareholders, whichever comes first.
 GeneralShareholders and proxies attending the annual general meeting 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 attend or participate in the meeting.
 DIRECTIONS TO ANNUAL GENERAL MEETING
  GPS Coordinates-26.10151628.059487
  From OR Tambo International
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 Turn right into SOUTH ROAD and carry on this road until you reach a T-junction (which will bring you to RIVONIA ROAD)
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  From Pretoria
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FORM OF PROXY
 HARMONY GOLD MINING COMPANY LIMITEDIncorporated in the Republic of South AfricaRegistration number: 1950/038232/06 (Harmony or Company)JSE share code: HAR NYSE share code: HMY ISIN code: ZAE 000015228
 To be completed by certificated shareholders and dematerialised shareholders with ‘own name’ registration only
 For completion by registered holders of certificated shares in the Company and the holders of dematerialisedshares in the Company in ‘own-name’ form who are unable to attend the annual general meeting of the Company to be held at the Hilton Hotel, 138 Rivonia Road, Sandton, Johannesburg, South Africa (see map on inside back cover), on Friday, 25 November 2016 at 11:00 (SA time) or at any adjournment thereof (“annual general meeting”).
 Holders of shares in the Company (whether certificated or dematerialised) through a nominee must not complete this form of proxy but should timeously inform that nominee, or, if applicable, their participant or stockbroker of their intention to attend the annual general meeting and request such nominee, participant or stockbroker to issue them with the necessary letter of representation to attend or provide such nominee, participant or stockbroker with their voting instructions should they not wish to attend the annual general meeting in person but wish to be represented by proxy at the meeting. Such ordinary 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 annual general meeting. Please read the notes to this form of proxy below.
           the chairman of the annual general meeting, as my/our proxy to attend, speak and, on a poll or ballot, vote for me/us and on my/our behalf at this annual general meeting of members or at any postponement or adjournment thereof, and to vote or to abstain from voting at the annual general meeting as follows on the ordinary and special resolutions to be proposed at such meeting:
 ORDINARY RESOLUTIONS
 For
 Against
 Abstain


SPECIAL RESOLUTION
  Please indicate with an ‘X’ or a tick in the appropriate spaces above how you wish your votes to be cast. If no indication is given, the proxy may vote or abstain as he/she sees fit. However, if you wish to cast your votes in respect of a lesser number of shares than you own in the Company, insert the number of shares held in respect of which you desire to vote (see note 5 overleaf).
      Assisted by me, where applicable (name and signature)
 Completed forms of proxy must be lodged with Link Market Services South Africa Proprietary Limited by no later than 11:00 on Wednesday, 23 November 2016.


NOTES
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   participant (CSDP) or broker and wish to attend the annual general meeting, 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.
  or the names of two or more alternate proxies of the member’s choice in the space provided, with or without deleting “the chairman of the annual general meeting”. The person whose name stands first on the form of proxy and who is present at the annual general meeting of shareholders will be entitled to act as proxy to the exclusion of such proxy(ies) whose name/s follow.
  irrespective of the number of shares he/she holds or represents, provided that a proxy will, irrespective of the number of members he/she represents, have only one (1) vote. On a poll, a member 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.
  exercisable by the member in the appropriate box. If an “X” (cross) or a tick has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the shares held by the shareholder concerned. Failure to comply with this will be deemed to authorise the proxy to vote or to abstain from voting at the annual general meeting as he/she deems fit in respect of all the member’s exercisable votes. A member or the proxy is not obliged to use all the votes exercisable by the member 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 member or by the proxy.
  be received at the offices of the transfer secretaries, Link Market Services South Africa Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000, fax number: +27 86 674 2450, email: meetfax@linkmarketservices.co.za) by no later than 11:00 (SA time) on Wednesday, 23 November 2016 (or 48 (forty-eight) hours before any adjournment of the annual general meeting).
  annual general meeting and speaking and voting in person to the exclusion of any proxy appointed in terms hereof.
  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 annual general meeting.
      members is present at the annual general meeting either in person or by proxy, the person whose name appears first in the register will be entitled to vote.
  vote on such shareholder’s behalf, will be deemed to include the authority to vote on procedural matters at the annual general meeting.


and/or received other than in compliance with the Companies Act 71 of 2008, the Company’s memorandum of incorporation and these notes.
  despite the death, insanity or other legal disability of the person granting it, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice on any of the noted matters has been received by the transfer secretaries not less than 48 (forty eight) hours before the start of the annual general meeting.