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 Monday, 23 November 2015 at 11:00 (SA time) at the Hilton Hotel,
 138 Rivonia Road, Sandton, Johannesburg, South Africa (see map on page 34), 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 (the “Act”), the
 board of directors of the Company (the “Board”) has set the record date for the purpose of
 determining which shareholders are entitled to:
 i)   receive the notice of the annual general meeting (being the date on which a shareholder must
 be registered in the Company’s securities register to receive the notice of the annual general
 meeting) as Friday, 16 October 2015; and
 ii)   participate in and vote at the annual general meeting (being the date on which a shareholder
 must be registered in the Company’s securities register to participate in and vote at the annual
 general meeting) as Friday, 13 November 2015.
 PRESENTATION OF ANNUAL FINANCIAL STATEMENTS
 The 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 2015 will
 be presented to the shareholders as required in terms of section 30(3)(d) of the Act.
 Summarised consolidated financial statements are included in this document on pages 5 to 24.
 The complete 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 REPORT
 In accordance with regulation 43(5)(c) of the Act, the social and ethics committee’s report in the
 FY15 integrated annual report (
  ) will be presented
 to shareholders at the annual general meeting.
  1. Ordinary Resolution Number 1:
 Re-election of director
 “RESOLVED THAT Fikile De Buck, 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.” (See Fikile De Buck’s
 resumé below).


Lead independent non-executive director
 FIKILE DE BUCK (55)
 BA (Economics), FCCA
                     2. Ordinary Resolution Number 2:
 Re-election of director


Independent non-executive deputy chairman
 MODISE MOTLOBA (49)
 BSc, Diploma in Strategic Management
                   3. Ordinary Resolution Number 3:
 Re-election of director


Chairman
 PATRICE MOTSEPE (53)
 BA (Legal), LLB
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background image 4. Ordinary Resolution Number 4:
 Re-election of director
     Independent non-executive director
 JOAQUIM CHISSANO (76)
 PhD
              5. Ordinary Resolution Number 5:
 Re-election of audit and risk committee member


Independent non-executive director
 JOHN WETTON (66)
 CA (SA), FCA
           6. Ordinary Resolution Number 6:
 Re-election of audit and risk committee member
      7. Ordinary Resolution Number 7:
 Re-election of audit and risk committee member


Independent non-executive director
 DR SIMO LUSHABA (49)
 BSc (Hons), MBA , DBA , CD (SA)
           8. Ordinary Resolution Number 8:
 Re-election of audit and risk committee member
      9. Ordinary Resolution Number 9:
 Re-election of audit and risk committee member


Independent non-executive director
 KARABO NONDUMO (37)
 BAcc, HDip (Acc), CA (SA)
                 10. Ordinary Resolution Number 10:
 Reappointment of external auditors
     11. Ordinary Resolution Number 11:
 Approval of remuneration policy
  www.harmony.co.za/investors/reporting/annual-reports


12. Ordinary Resolution Number 12:
 General authority to issue shares for cash


13. Ordinary Resolution Number 13:
 Amendments to the Share Plan
       www.har.co.za/15/
      14. Special Resolution Number 1:
 Non-executive directors’ remuneration
        15. Special Resolution Number 2:
 Financial assistance to related and inter-related companies
   Directors' Remuneration
 Per board
 meeting
 attendance fee*
 Chairman
 Deputy
 Chair
 LID**
 Member
 Member
 Chairman  Member  Chairman  Member  Chairman  Member  Chairman  Member  Chairman  Member
 Current
 933
 396
 300
 202
 10
 222
 111
 176
 88
 176
 88
 176
 88
 176
 88
 Proposed
 933
 416
 315
 212
 11
 233
 117
 185
 93
 185
 93
 185
 93
 185
 93
 *     Only payable for board meetings attended**    Lead Independent DirectorAd hoc fees:R11 000 per ad hoc meeting/attendance to company business per day
 Remuneration
 Nomination /
 Investment
 Technical
 Board
 Annual Retainer
 Audit and risk
 Social & Ethics


Notice in terms of section 45(5) of the Act


Act, and that (ii) the terms under which such financial assistance is to be given are fair and
 reasonable to the Company as referred to in section 45(3)(b)(ii) of the Act; and
 c)  in as much as the Section 45 Board Resolution contemplates that such financial assistance will
 in the aggregate exceed one-tenth of one percent of the Company’s net worth at the date of
 adoption of such resolution, the Company hereby provides notice of the Section 45 Board
 Resolution to shareholders of the Company. Such notice will also be provided to any trade
 union representing any employees of the Company.
 ELECTRONIC PARTICIPATION
 Should any shareholder of the Company wish to participate in the annual general meeting by way
 of electronic participation, 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 meeting by dialing in must note that they will not be able to vote
 electronically. Should such shareholders wish to have their votes counted at the meeting, they are
 welcome to cast their votes via representation at the meeting either by proxy or by letter of
 representation, as provided for in this notice of annual general meeting. The costs of accessing
 any means of electronic participation provided by the Company will be borne by the shareholder.
 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 VOTING
 Shareholders are reminded that:
  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 meeting in place of the shareholder.
 Shareholders are referred to the proxy form attached to this notice in this regard;
  a proxy need not also be a shareholder of the Company; and
  in terms of section 63(1) of the Act, any person attending or participating in a general 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 proxy for a shareholder) has been reasonably verified.
 All beneficial owners whose shares have been dematerialised through a central securities
 depository participant (CSDP) or broker other than with ‘own name’ registration, must provide the
 CSDP 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 CSDP 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.


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Harmony Gold Mining Company Limited
 R Bisschoff
    ANNUAL GENERAL MEETING – EXPLANATORY NOTES
 Presentation of annual financial statements
     Presentation of group social and ethics committee report
   Ordinary resolutions 1 to 4: Re-election of directors
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   Ordinary resolutions 5 to 9: election of audit and risk committee


Ordinary resolution 10: reappointment of external auditors
       Ordinary resolution 11: remuneration policy
     Ordinary resolution number 12: general authority to issue shares for cash
      Ordinary resolution number 13: amendments to the share plan


Special resolution 1: non-executive directors’ remuneration


Special resolution number 2: financial assistance to related and inter-related companies
        General
    DIRECTIONS TO
 ANNUAL GENERAL MEETING


28.059487
 138 Rivonia Road, Sandton, 2146
 Tel: +27 (0) 11 322 1888
 DIRECTIONS
 From OR Tambo International
  Take the R24 JOHANNESBURG highway
  Take the NI2/N3 NORTH highway
  Take the MARLBORO ROAD turn off
  At the traffic light, turn left and carry on until you see a “Shell” petrol/gas station on your left
  Turn right into SOUTH ROAD and carry on this road until you reach a T-junction (which will bring
 you to RIVONIA ROAD)
  Turn left into RIVONIA ROAD
  You will pass the Southern Sun Grayston Hotel on your left, followed by an apartment block
  HILTON SANDTON is directly after these two buildings, also on your left
 From Pretoria
  Take the N1 to Johannesburg, then the M1
  Take the GRAYSTON offramp, turn right into GRAYSTON DRIVE
  Turn left into RIVONIA ROAD (McDonalds on your right)
  You will pass the Southern Sun Grayston Hotel on your left, followed by an apartment block
  HILTON SANDTON is directly after these two buildings, also on your left


FORM OF PROXY
 To be completed by certificated shareholders and dematerialised shareholders with ‘own name’
 registration only
                  FOR
 AGAINST
 ABSTAIN


Thursday, 19 November 2015
 Please read the notes and instructions on the reverse side.


NOTES
                               Thursday, 19
 November 2015