As filed with the Securities and Exchange Commission on October 23, 2015
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 ________________________
 ________________________
 FORM 20-F
 (Mark One)
 
 REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2015
 OR
 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 
 SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 For the transition period from
 to
 Commission file number: 001 — 31545
 HARMONY GOLD MINING COMPANY LIMITED
 (Exact name of registrant as specified in its charter
 REPUBLIC OF SOUTH AFRICA
 (Jurisdiction of incorporation or organization)
 RANDFONTEIN OFFICE PARK, CNR WARD AVENUE AND MAIN REEF ROAD,
 RANDFONTEIN, SOUTH AFRICA, 1759
 (Address of principal executive offices
 Riana Bisschoff, Group Company Secretary
 Tel: +27 11 411 6020, riana.bisschoff@harmony.co.za, fax: +27 (0) 11 696 9734,
 Randfontein Office Park, CNR Ward Avenue and Main Reef Road, Randfontein, South Africa, 1759
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Ordinary shares, with nominal value Rand 50 cents per share*
 (Title of Class
 American Depositary Shares (as evidenced by American Depositary Receipts),
 each representing one ordinary share
 (Title of Class
 * Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
 None
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 None
 The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the last full fiscal year covered by
 this Annual Report was 436,187,133 ordinary shares, with nominal value of Rand 50 cents per share
 _______________________________________________________________________________________________
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES
 
 If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.   YES    NO
  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   YES    NO  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)**. ; YES    NO  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer  Accelerated filer    Non-accelerated filer    Small reporting company
  
  
 
 If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow**:
 
 
  
 
 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court**.
 
 
 **Not applicable to the registrant


TABLE OF CONTENTS
 PART I
 ITEM 2.
 ITEM 1.
 OFFER STATISTICS AND EXPECTED TIMETABLE
 1
 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 1
 ITEM 3.
 KEY INFORMATION
 1
 ITEM 4.
 INFORMATION ON THE COMPANY
 19
 ITEM 4A.
 UNRESOLVED STAFF COMMENTS
 32
 ITEM 5.
 OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 32
 ITEM 6.
 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 56
 ITEM 7.
 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 57
 ITEM 8.
 FINANCIAL INFORMATION
 57
 ITEM 9.
 THE OFFER AND LISTING
 59
 ITEM 10.
 ADDITIONAL INFORMATION
 62
 ITEM 11.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 70
 ITEM 12.
 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 71
 PART II
 ITEM 13.
 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
 73
 ITEM 14.
 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 73
 ITEM 15.
 CONTROLS AND PROCEDURES
 73
 ITEM 16A.
 AUDIT COMMITTEE FINANCIAL EXPERT
 74
 ITEM 16B.
 CODE OF ETHICS
 74
 ITEM 16C.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
 74
 ITEM 16.D.
 EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
 75
 ITEM 16E.
 PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 75
 ITEM 16F.
 CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
 75
 ITEM 16G.
 CORPORATE GOVERNANCE
 75
 ITEM 16.H.
 MINE SAFETY DISCLOSURE
 75
 PART III
 ITEM 17.
 FINANCIAL STATEMENTS
 79
 ITEM 18.
 FINANCIAL STATEMENTS
 80
 ITEM 19.
 EXHIBITS
 81
 SIGNATURE
 S-1


June 30, 2015 (“Harmony 2015 Form 20-F”) of Harmony Gold Mining Company Limited (“Harmony” or the “Company”). Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),the information for the Harmony 2015 Form 20-F set out below is being incorporated by reference from the Harmony Integrated Annual Report 2015 included as exhibit 15.1 to the Harmony 2015 Form 20-F (“Integrated Annual Report 2015”).
  including any page references incorporated in the incorporated material unless specifically noted otherwise (ii) the cautionary statement concerning forward-looking statements on the inside cover and (iii) the Exhibits, shall be deemed to be filed with the Securities and Exchange Commission (“SEC”) for any purpose. Any information herein which is not referenced in the Harmony 2015 Form 20-F or the Exhibits themselves, shall not be deemed to be so incorporated by reference. References in these documents to the Harmony website are included as an aid to their location and, unless otherwise expressly stated, are not incorporated by reference into this document.
 USE OF TERMS AND CONVENTIONS IN THIS ANNUAL REPORT
  Africa. As used in this Annual Report on Form 20-F (“Harmony 2015 Form 20-F”), unless the context otherwise requires, the terms “Harmony” and  “Company” refer to Harmony Gold Mining Company Limited; the term “South Africa” refers to the Republic of South Africa; the terms “we”, “us” and  “our” refer to Harmony and, as applicable, its direct and indirect subsidiaries as a “Group”.
 R Rand c cents
 currency of South Africa, “A$” and “Australian dollars” refers to Australian dollars, “K” or  “Kina” refers to Papua New Guinean Kina and references to “$”, “US$” and  “US dollars” are to United States dollars.
  in accordance with the regulations contained in the SEC’s Industry Guide 7, it is based on assumptions which may prove to be incorrect. See Item 3: “Key Information—Risk Factors—Estimations of Harmony’s gold reserves are based on a number of assumptions, including mining and recovery factors, future cash costs of production and the price of gold. As a result, quantities of gold produced may differ from current estimates.”
  geological formations and mining processes. We have explained some of these terms in the Glossary of Mining Termsincluded in this annual report. This glossary may assist you in understanding these terms.
 PRESENTATION OF FINANCIAL INFORMATION
  our books of account are maintained in South African Rand and our annual and interim financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). This annual report includes our consolidated financial statements prepared in accordance with IFRS, translated into US dollars. All financial information, except as otherwise noted, is stated in accordance with IFRS.
  sustaining costs per ounce”, which are non-GAAP measures. An investor should not consider these items in isolation or as alternatives to production costs, cost of sales or any other measure of financial performance presented in accordance with IFRS. The calculation of cash costs, cash costs per ounce, all-in sustaining costs and all-in sustaining costs per ounce may vary significantly among gold mining companies and, by themselves, do not necessarily provide a basis for comparison with other gold mining companies. For further information, see Item 5:“Operating and Financial Review and Prospects—Costs—Reconciliation of Non-GAAP Measures”.
  Unless otherwise stated, we have translated: (i) balance sheet items at the closing rate as reported by Reuters on the last business day of the period (R12.16 per US$1.00 as at June 30, 2015 and R10.61 per US$1.00 as at June 30, 2014), (ii) acquisitions, disposals and specific items such as impairments at the rate prevailing at the dates applicable to such transactions and (iii) income statement items at the average rate for the year (R11.45 per US$1.00 for fiscal 2015, R10.35per US$1.00 for fiscal 2014 and R8.82 per US$1.00 for fiscal 2013). Profit from discontinued operations included in the income statement in fiscal 2013 is translated from Rand to US dollars at the average exchange rate for the eight month period (R8.55 per US$1.00 for the period July 1, 2012 to February 28, 2013). Capital expenditures for fiscal 2016 have been translated at an exchange rate of R12.50 per US$1.00. By including these US dollar equivalents in this annual report, we are not representing that the Rand, Kina and A$ amounts actually represent the US dollar amounts, as the case may be, or that these amounts could be converted at the rates indicated. For further information, see Item 3:“Key Information—Selected Financial Data—Exchange Rates”.


CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
  Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), with respect to our financial condition, results of operations, business strategies, operating efficiencies, competitive positions,growth opportunities for existing services, plans and objectives of management, markets for stock and other matters. These include all statements other than statements of historical fact, including, without limitation, any statements 
preceded by, followed by, or that include the words “targets”, “believes”, “expects”, “aims” , “intends” , “will”, “may”, “anticipates”, “would”, “should”, “could”, “estimates”, “forecast”, “predict”, “continue” or similar expressions or the 
negative thereof.
  revenues and income, wherever they may occur in this annual report and the exhibits to this annual report, are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors, including those set forth in this annual report. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation:
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          the ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions;
     supply chain shortages and increases in the prices of production imports, availability, terms and deployment of capital;
    socio-economic or political instability in South Africa, Papua New Guinea, Australia and other countries in which we operate.
  reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events, except as required by law.


1
 PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
  ITEM 3. KEY INFORMATION
 A. SELECTED FINANCIAL DATA
 The selected consolidated financial data below should be read in conjunction with, and are qualified in their
 entirety by reference to, our consolidated financial statements, and the notes thereto, set forth beginning on page F-1,and with Item 3:“Key Information—Risk Factors” and Item 5: “Operating and Financial Review and Prospects”.Historical results are not necessarily indicative of results to be expected for any future period.
 Selected Historical Consolidated Financial Data
  our books of account are maintained in South African Rand and our annual and interim financial statements are prepared in accordance with IFRS. This annual report includes our consolidated financial statements prepared in accordance with IFRS, translated into US dollars. The selected historical consolidated income statement and balance sheet data for the last five fiscal years are, unless otherwise noted, stated in accordance with IFRS, and has been extracted from the more detailed information and financial statements prepared in accordance with IFRS, including our audited consolidated financial statements as of June 30, 2015 and 2014 and for each of the years in the three years ended June 30, 2015 and the related notes, set forth beginning on page F-1.
  Mount Magnet operations in Australia. The assets and liabilities of the Evander operation were classified as held for sale in fiscal 2012 following the signing of a sale of shares and claims agreement with Pan African Resources plc (“Pan African”). The results of this operation have been presented as a discontinued operation. In fiscal 2010, Australia’s Mount Magnet operations were classified as held for sale and the results of the Mount Magnet operation presented as discontinued operations when an agreement for its disposal to Ramelius Resources Limited (“Ramelius”) was concludedin fiscal 2011. The reclassifications in respect of discontinued operations were done in terms of IFRS 5 — Non-Current Assets Held for Sale and Discontinued Operations. See Item 4: “Information on the Company—Discontinued Operations and Operations Recently Placed on Care and Maintenance—Discontinued Operations: Evander” and note 12 “Disposal
Groups Classified as Held for Sale and Discontinued Operations” of our consolidated financial statements, set forth beginning on page F-1.


2
 Fiscal year ended June 30,
 2015
 2014
 2013
 2012
 2011
 ($ in millions, except per share amounts, cash costs per ounce and all-
 in sustaining costs per ounce)
 Income Statement DataRevenue ..............................................
                                                                  from continuing operations (US cents) .............................................
                     used in the computation of basic (loss)/earnings per share................
       used in the computation of diluted (loss)/earnings per share................
      (1)
       (1)
 
       Other Financial DataCash costs per ounce of gold from
 (2)
 
        (2)
 
        gold from continuing operations ($/oz)(2)
       Balance Sheet DataAssetsProperty, plant and equipment ............
                         Equity and liabilitiesShare capital .......................................
                                     (1)
 Dividends per share relates to the dividends recorded and paid during the fiscal year.
 (2)
 Cash costs per ounce and all-in sustaining costs per ounce are non-GAAP measures. Cash costs per ounce and all-in sustaining cost per ounce have been calculated on a consistent basis for all periods presented. Changes in cash costs per ounce and all-in sustaining costs per ounce are affected by operational performance, as well as changesin the currency exchange rate between the Rand and the US dollar. Because cash cost per ounce and all-in


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 sustaining costs per ounce are non-GAAP measures, these measures should therefore not be considered by investors in isolation or as an alternative to production costs, cost of sales, or any other measure of financial performance calculated in accordance with IFRS. The calculation of cash costs, cash costs per ounce, all-in sustaining costs and all-in sustaining costs per ounce may vary from company to company and may not be comparable to other similarly titled measures of other companies. For further information, see Item 5:“Operating and Financial Review and Prospects—Costs—Reconciliation of Non-GAAP measures”.
 Exchange Rates
  prevailing on the last business day of the period (R12.16 per US$1.00 as at June 30, 2015 and R10.61 per US$1.00 as at 30 June, 2014), except for acquisitions, disposals and specific items such as impairments that are converted at the exchange rate prevailing on the dates of the transactions and income statement item amounts that are translated from Rand to US dollars at the average exchange rate for the period (R11.45 per US$1.00 for fiscal 2015, R10.35 per US$1.00 for fiscal 2014 and R8.82 per US$1.00 for fiscal 2013). During the year, the Rand/dollar closing exchange rate ranged between R10.50 and R12.58 per US$1.00. Profit from discontinued operations included in the income statement in fiscal 2013 is translated from Rand to US dollars at the average exchange rate for the eight month period (R8.55 per US$1.00 for the period July 1, 2012 to February 28, 2013).
 (1)
 
   Fiscal Year Ended June 30,
 Average(2)
 
 Period End(1)
 
                Month of
 High
 Low
                   (1)
  (2)
   ordinary shares on the Johannesburg Stock Exchange (“JSE”), which may affect the market price of the American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”) on the New York Stock Exchange(“NYSE”). These fluctuations will also affect the dollar amounts received by owners of ADSs on the conversion of any dividends on ordinary shares paid in Rand.
 B. CAPITALIZATION AND INDEBTEDNESS
 Not applicable.
 C. REASONS FOR THE OFFER AND USE OF PROCEEDS
 Not applicable.
 D. RISK FACTORS
 In addition to the other information included in this annual report and the exhibits, you should also carefully
 consider the following factors related to our ordinary shares and ADSs. There may be additional risks that we do not currently know of or that we currently deem immaterial based on information currently available to us. Although Harmony has a formal risk policy framework in place, the maintenance and development of which is undertaken on an ongoing basis so as to help management address systematic categories of risk associated with its business operations, any of these risks could have a material adverse effect on our business, financial condition or results of operations, leading to a decline in the trading price of our ordinary shares or our ADSs. The risks described below may, in


4
 retrospect, turn out to be incomplete and therefore may not be the only risks to which we are exposed. Additional risks and uncertainties not presently known to us or that we now believe are immaterial (and have therefore not been included), could also adversely affect our business, results of operations or financial condition. The order of presentation of the risk factors below does not indicate the likelihood of their occurrence or the magnitude or the significance of the individual risks. The risks described below could occur individually or cumulatively and intensify in case of a cumulative occurrence.
 Risks Relating to Our Business and the Gold Mining Industry
 The profitability of our operations, and cash flows generated by those operations, are affected by changes in the
 price of gold. A fall in the gold price below our cash cost of production for any sustained period may lead to losses and require Harmony to curtail or suspend certain operations.
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 strength or weakness of the US dollar (the currency in which gold prices generally are quoted) and of other currencies;
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 actual or expected purchases and sales of gold bullion held by central banks or other large gold bullion holders or dealers; and
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 production and cost levels for gold in major gold-producing nations, such as South Africa, China, the United States and Australia.
 In addition, current demand and supply affects the price of gold, but not necessarily in the same manner as current 
demand and supply affect the prices of other commodities. Historically, gold has retained its value in relative terms against basic goods in times of inflation and monetary crisis. As a result, central banks, financial institutions and individuals hold large amounts of gold as a store of value and production in any given year constitutes a very small portion of the total potential supply of gold. Since the potential supply of gold is large relative to mine production in any given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or its price. Uncertainty on global economic conditions has impacted the price of gold significantly since fiscal 2013 andcontinued to do so in fiscal 2014 and in fiscal 2015 and may continue to do so in the future.
   Annual gold price: 2005 – 2015
 Price per ounce (US$)
 Calendar year
 High
 Low
 Average


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  cost of production and capital expenditure required to sustain production and remain at these levels for any sustained period, Harmony may record losses and be forced to curtail or suspend some or all of its operations. In addition, Harmony would also have to assess the economic impact of low gold prices on its ability to recover any losses that may be incurred during that period and on its ability to maintain adequate reserves.
  2015, US$988 in fiscal 2014 and US$1,146 in fiscal 2013. Harmony’s average all-in sustaining cost per ounce of gold sold was US$1,246 in fiscal 2015, US$1,242 in fiscal 2014 and US$1,522 in fiscal 2013.
 Foreign exchange fluctuations could have a material adverse effect on Harmony’s operational results and financial condition.
  most of our operating costs are incurred in Rand and other non-US currencies, including the Australian dollar and Kina. Any significant and sustained appreciation of the Rand and other non-US currencies against the dollar will materially reduce Harmony’s Rand revenues and overall net income.
 As Harmony currently does not enter into forward sales, commodity derivatives or hedging arrangements on future gold production, it is exposed to the impact of any significant decreases in the gold price.
 As a rule, Harmony sells its gold at the prevailing market price. Currently, the company does not enter into forward sales, commodity derivative or hedging arrangements to establish a price in advance for the sale of future gold production, although Harmony may do so in future. As a result, Harmony may realize the benefit of any short-term increase in the gold price, but is not protected against decreases; if the gold price should decrease significantly, Harmony’s revenues may be materially adversely affected.
 Global economic conditions could adversely affect the profitability of Harmony’s operations.
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 the availability of credit being reduced—this may make it more difficult for Harmony to obtain financing for its operations and capital expenditure or make financing more expensive.
  in initiatives relating to strategic alignment, portfolio review, restructuring and cost-cutting, temporary or permanent shutdowns and divestments. Further, sudden changes in a life-of-mine plan or the accelerated closure of a mine may give rise to the recognition of liabilities that are not anticipated.
   Estimations of Harmony’s gold reserves are based on a number of assumptions, including mining and recovery factors, future cash costs of production and the price of gold. As a result, quantities of gold produced may differ from current estimates.
  Harmony’s deposits and stockpiles. They represent the amount of gold that Harmony believes can be mined, processed and sold at prices sufficient to recover its estimated future cash costs of production, remaining investment and anticipated additional capital expenditures. Harmony’s mineral reserves are estimated based on a number of factors, which have been stated in accordance with the South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves (“SAMREC Code”) and the Australian Code for the Reporting of Mineral Resources and Mineral Reserves (“JORC”) and the SEC's Industry Guide 7. Calculations of Harmony’s mineral reserves are based on estimates of:
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   reserve estimates in this annual report should not be interpreted as assurances of the economic life of Harmony’s gold and other precious metal deposits or the future profitability of operations.


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 production costs increase or the gold price decreases, recovering a portion of Harmony’s mineral reserves may become uneconomical. This will lead, in turn, to a reduction in estimated reserves.
 Harmony’s operations have limited proved and probable reserves, and exploration and discovery are necessary
 to maintain current gold production levels at these operations. Exploration for gold and other precious metals is speculative in nature, may be unsuccessful and involves many risks.
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   discovered might not result in an increase in proved and probable reserves. To access additional reserves, Harmony will need to successfully complete development projects, including extensions to existing mines and, possibly, new mines. Development projects would also be required to access any new mineralization discovered by exploration activities around the world. Harmony typically uses feasibility studies to determine whether to undertake significant development projects. Feasibility studies include estimates of expected or anticipated economic returns, which are based on assumptions about:
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   quantities to maintain or grow the current level of our reserves could negatively affect our results, financial condition andprospects.
 Actual cash costs, capital expenditure, production and economic returns may differ significantly from those anticipated by feasibility studies for new development projects.
  the economic feasibility of production may change. In addition, there are a number of inherent uncertainties in developing and constructing an extension to an existing mine or any new mine, including:
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 spot and expected future commodity prices of metals including gold, silver, copper, uranium and molybdenum.
  necessary for exploration and development, for mining claims and leases on exploration properties and for the acquisition of mining assets also impact existing operations and potential new developments. Competitors may have greater financial resources, operational experience and technical capabilities – all which could negatively affect the anticipated costs and economic returns.
  prospective known gold mineralized areas in Papua New Guinea (“PNG”). During fiscal 2015, fiscal 2014 and fiscal 2013, the bulk of exploration expenditure was allocated to activities in PNG. However, there is no assurance that any


7
 future development projects will extend the life of our existing mining operations or result in any new commercial mining operations.
 Costs associated with pumping water inflows from closed mines adjacent to our operations could adversely affect Harmony’s operational results.
  affect continued operations at an adjacent mine if appropriate preventative steps are not taken. In particular, this could include the ingress of underground water when pumping operations at the closed mine are suspended. This can result in damage to property, operational disruptions and additional pumping costs, which would adversely affect any one of our adjacent mining operations.
 Infrastructure constraints and ageing infrastructure could adversely affect Harmony’s operations
  roads, bridges, power sources, power transmission facilities and water supply are critical to the company’s business operations and affect capital and operating costs. These infrastructures and services are often provided by third parties whose operational activities are outside the control of the company.
  care is required. Maintaining this infrastructure requires skilled human resources, capital allocation, management and planned maintenance. Although Harmony has implemented a comprehensive maintenance strategy, incidents resulting in production delays, increased costs or industrial accidents may occur. Such incidents may have an adverse effect on Harmony’s operating results and financial condition.
 Fluctuations in input production prices linked to commodities may adversely affect Harmony’s operational results and financial condition.
  mining equipment consumed in mining operations form a relatively large part of the operating costs and capital expenditure of a mining company. Harmony has no control over the costs of these consumables, many of which are linked to some degree to the price of oil and steel.
  and, in the absence of other economic fluctuations, could result in significant changes in the total expenditure estimates for new mining projects or render certain projects non-viable.
 The supply of electricity and increases in the cost of power may adversely affect the results of our operations and our financial condition.
  which holds a monopoly on the South African market. As a result of increased demand exceeding available generating capacity, South Africa has been subject to disruptions in electrical power supply. In fiscal 2008, electricity supply was interrupted by Eskom, halting production at certain of our mines. This led to management restructuring operating processes to control and reduce our consumption of electricity at all our operations. During November 2014, Eskom reintroduced a schedule of rolling blackouts, or “load shedding”. Eskom cannot guarantee that there will be no power interruptions and is again facing very tight supply reserve margins in 2015, which can be expected to continue in the medium term. An insufficient supply of electricity may affect our operational results and financial condition.
  increase of 8% for the five-year multi-year price determination period has been approved by the National Energy Regulator of South Africa (“NERSA”). The first increase was implemented on 1 April 2013. During October 2014 NERSA granted a 12.69% increase in electricity prices – effective from April 2015. There can be no assurance as to the existence or nature of any government intervention with respect to tariff increases in the future. During the 2015 budget speech it was announced that draft carbon tax legislation will be published during 2015 for public consultation – with a view that such taxes will become law during 2016. Whilst details on the determination of quantum of such tax are not available, increases will have a negative impact on our results of operations going forward.
  mines and projects still partially rely on our own diesel-generated power. The cost of this power will fluctuate with changes in the oil price.
 “Operating and Financial Review and Prospects—Electricity in South Africa.” “Integrated
 Annual Report 2015—Harmony in Action—Environmental performance” .
 We may experience problems in identifying, financing and managing new acquisitions and integrating them with our existing operations.


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 to the extent we acquire mining operations outside South Africa, Australasia or PNG, encountering difficulties relating to operating in countries in which we have not previously operated.
  any of such acquisitions could have a material adverse effect on our business, operating results, financial condition and share price.
 Certain factors may affect our ability to support the carrying value of our property, plant and equipment, goodwill and other assets on our balance sheet.
    equipment and other assets may have occurred, estimates of expected future cash flows for each group of assets are prepared in order to determine the recoverable amounts of each group of assets. These estimates are prepared at the lowest level at which identifiable cash flows are considered as being independent of the cash flows of other mining assets and liabilities. Expected future cash flows are inherently uncertain, and could materially change over time. Such cash flows are significantly affected by reserve and production estimates, together with economic factors such as spot and forward gold prices, discount rates, currency exchange rates, estimates of costs to produce reserves and future capital expenditures.
  on its consolidated balance sheets. Impairment charges relating to property, plant and equipment and other assets were recorded in fiscal 2015 and if any one or a combination of these uncertainties should occur, management may be required to recognize further impairment charges, which could affect Harmony’s financial results and condition. See Item 5: “Operating and Financial Review and Prospects—Critical Accounting Estimates—Impairment of Property, Plant and Equipment”and “—Carrying Value of Goodwill.”
 Given the nature of mining and the type of gold mines we operate, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and pollution.
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 other conditions resulting from drilling, blasting and the removal and processing of material from a deep-level mine.


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    The nature of our mining operations presents safety risks.
  employees and could lead to the suspension and potential closure of operations for indeterminate periods. Safety risks, even in situations where no injuries occur, can have a material adverse effect on Harmony’s operations and production. See Item 4: “Information on the Company—Business Overview—Regulation—Health and Safety – South Africa” and “Integrated Annual Report 2015 – Harmony in Action – Safety and health”on pages 58 to 75.
 Illegal mining, or criminal mining, as well as theft of gold and copper bearing material at our operations could pose a threat to the safety of employees, result in damage to property and could expose the company to liability.
    properties, including pollution, underground fires, or personal injury or death, for which Harmony could potentially be held responsible. Illegal mining could result in the depletion of mineral deposits, potentially making the future mining of such deposits uneconomic.
   Harmony’s insurance coverage may prove inadequate to satisfy future claims against it.
  Harmony may be subject to liability for pollution (excluding sudden and accidental pollution) or other hazards against which we have not insured or cannot insure, including those for past mining activities. Harmony also maintains property and liability insurance consistent with industry practice, but this insurance contains exclusions and limitations on coverage. In addition, there can be no assurance that insurance will be available at economically acceptable premiums. As a result, Harmony’s insurance coverage may not cover the claims against it for environmental or industrial accidents or pollution, which could have a material adverse effect on Harmony’s financial condition.
 Harmony’s operations may be negatively impacted by inflation.
  recent years, reaching 11.6% at the end of fiscal 2008 before decreasing within the inflation range of 3% - 6% set by the South African Reserve Bank. At the end of fiscal 2014 and fiscal 2015, inflation was 6.6% and 4.7%, respectively. However, working costs, in particular wages, have increased in recent years, resulting in significant cost pressures for the mining industry. In addition, electricity prices rose by 25% in fiscal 2010 and fiscal 2011, 16% in fiscal 2012 and 9.6% in 2013. An average annual increase of 8% was affected in fiscal 2014, with an additional increase of 12.69% from April 2015. There is a risk that further high tariff increases in fiscal 2016 and in the future will have a negative effect on the profitability of our operations.


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 The socio-economic framework in the regions in which Harmony operates may have an adverse effect on its operations and profits.
  environment in any of these countries or in neighboring countries could affect an investment in Harmony. These risks could include terrorism, civil unrest, nationalization, renegotiation or nullification of existing contracts, leases, permits orother agreements, restrictions on repatriation of earnings or capital and changes in laws and policy, as well as other unforeseeable risks.
  agencies are involved in the process. The policies and legislation being reviewed are the Mining Act 1992, Mining Safety Act 1997, Mineral Policy and sector policies including offshore mining policy, sustainable development policy, involuntary relocation policy and mine closure policy. The Chamber of Mines and Petroleum of PNG, as the representative industry body, has been collating information from industry participants regarding the review of current legislation and policy as part of the response to the governments mining legislation review.
   Actual and potential shortages of production inputs may affect Harmony’s operations and profits.
  chemical reagents, explosives, steel and other essential production inputs. Issues with regards to availability of consumables may result from shortages as well as long lead times to deliver, which could result in production delays and production shortfalls. These shortages and delayed deliveries may be experienced where industrial action affects Harmony’s suppliers. These issues could also affect the pricing of the consumables, especially if shortages are experienced. The price of consumables may be substantially affected by changes in global supply and demand, along with weather conditions, governmental controls and other factors. A sustained interruption to the supply of any of these consumables would require Harmony to find acceptable substitute suppliers and could require it to pay higher prices for such materials. Any significant increase in the prices of these consumables would increase operating costs and affect production considerations.
 Harmony’s ability to service its debt will depend on its future financial performance.
  factors, and in particular the gold price, certain of which are beyond the control of the company. Various financial and other factors may result in an increase in Harmony’s indebtedness, which could adversely affect the company in several respects, including:
 ·
  ·
  ·
  ·
  ·
 increasing the risk that it will need to sell assets, possibly on unfavorable terms, to meet payment obligations; or
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 increasing the risk that it may not meet the financial covenants contained in its debt agreements or timely make all required debt payments.
 We compete with mining and other companies for key human resources.
  levels with the appropriate technical skills and operating and managerial experience necessary to continue operating its business. The need to recruit, develop and retain skilled employees is particularly critical with historically disadvantaged South Africans (“HDSAs”), women in mining in South Africa, and recruiting and training local landowners in PNG. The global shortage of key mining specialists, including geologists, mining engineers, metallurgists and skilled artisans has been exacerbated by increased mining activity across the globe. There can be no assurance that Harmony will attract and retain skilled and experienced employees. Should Harmony lose any of its key personnel, its business may be harmed and its operational results and financial condition could be affected. See Item 4: “Information on the Company—Business Overview—Regulation—Employees” and “Integrated Annual Report 2015 – Harmony in Action – Employees andcommunities”on pages 76 to 99.
 Since Harmony’s labor force has substantial trade union participation, Harmony faces the risk of disruption from labor disputes and non-procedural industrial action.


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  unable to agree on dispute resolution processes. Disruptive activities on the part of labor, which normally differ in intensity, then become unavoidable. Due to the high level of union membership among our employees, we are at risk of production stoppages for indefinite periods due to strikes and other disputes, especially wildcat strikes. During fiscal 2013, Harmony’s Kusasalethu operation was severely affected by unlawful strike action, which had a significant impact on our financial results. During September 2013, there was a four day strike relating to the wage negotiations. We are not able to predict whether we will experience significant labor disputes in future, or what the financial impact of any such disputes may be. See Item 4: “Information on the Company—Business Overview—Regulation—Employees”, “Integrated Annual Report 2015—Harmony in Action—Employees and communities”on pages 76 to 99 and “Integrated Annual Report 2015—Understanding Harmony—Managing our risks and opportunities”on page 44. South African employment law sets out minimum terms and conditions of employment for employees. Although these may be improved by agreements between us and the trade unions, prescribed minimum terms and conditions form the benchmark for all employment contracts. See “Integrated Annual Report 2015 – Understanding Harmony – Stakeholder engagement”on pages 52 to 56.
    relationship with our employees and trade unions, which may have an adverse effect on our business, operating results and financial condition.
 HIV/AIDS poses risks to us in terms of productivity due to sick absenteeism as a result of tuberculosis co-infection and costs.
  and increased medical and other costs. If there is a significant increase in the incidence of HIV/AIDS infection and related diseases among the workforce over the next several years, this may have an adverse impact on our operations, projects and financial condition. See “Integrated Annual Report 2015 – Harmony in Action – Safety and health”onpages 58 to 75.
 The cost of occupational healthcare services and the potential liabilities related to occupational health diseases may increase in future.
  cost burdens. The present Mine Health and Safety Act 29 of 1996 imposes various duties on mines and grants the authorities broad powers to, among others, close unsafe mines and order corrective action on health and safety matters. Operations in PNG are subject to the following laws and regulations: PNG Mining Act 1992, PNG Mining Safety Act 1997, PNG Mining Safety Regulation 1935 (updated 2006) and PNG Environment Act 2000.
  future, depending on changes to underlying legislation and the profile of its employees. This increased cost, should it transpire, is currently indeterminate.
 ODIMWA
 compensation and medical costs for certain illnesses contracted by people employed in mines or at sites where activities ancillary to mining are conducted. The principles of compensation under ODIMWA were tested in the Mr. Thembekekile Mankayi v AngloGold Ashanti court case. The Constitutional Court held that the compensation Mr Mankayi received under the ODIMWA was inferior to the compensation one would receive under the Compensation for Occupational Injuries and Diseases Act 130 of 1993. As a result, the Constitutional Court decided that an employee, who was awarded compensation in terms of ODIMWA, is not precluded from claiming common law damages from an employer. Following a decision by the Constitutional Court, applications were filed at the South African High Court for a certification of a class of current and former employees who suffer from silicosis against a number of current and former gold mining companies in South Africa, including Harmony. See “Item 8: Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings”and “Integrated Annual Report 2015—Harmony in Action—Safety and health”on pages 69 to 71 for further information. It is uncertain as to whether the Company will incur any costs related to silicosis claims in the future and due to the limited information available on any claims and potential claims and the uncertainty of the outcome of these claims, no estimation can be made for the possible obligation. Should Harmony be unsuccessful in defending any claims that may be lodged, it would have an adverse impact on the Company’s financial condition.  See note 34 “Commitments and Contingencies” to our consolidated financial statements set forth beginning on page F-1.


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 Laws governing mineral rights affect our business and could impose significant costs and burdens.
  Company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including indigenous people. The presence of those stakeholders may therefore have an impact on Harmony’s ability to develop or operate its mining interests.
  (Act 28 of 2002) (“MPRDA”) and in PNG by the Mining Act of 1992 (PNG). See Item 4: “Information on the Company—Business Overview—Regulation—Mineral Rights - South Africa”for a description of the principal objectives set out in the MPRDA.
  Development Amendment Bill, 2012 was published in December 2012 for comment. On March 12, 2014 the bill was approved by the National Assembly and required the President of South Africa’s approval. Subsequently, in January 2015 the bill was referred back to the National Assembly by the President of South Africa for reconsideration. As a result of the uncertainties surrounding the bill, many changes are expected and we cannot yet determine the full impact that the draft bill may have on our business.
  periods not exceeding 30 years each), provided that mining companies applied for new-order mining rights over existing operations within five years of May 1, 2004 or before the existing right expires, whichever was the earlier date and fulfill requirements specified in the MPRDA and the Broad-Based Socio-Economic Empowerment Charter for the South African mining industry (“Mining Charter”). The licenses for all of our South African operations have been granted. We will be eligible to apply for new licenses over existing operations when they expire, provided we comply with the MPRDA. Failure to comply with the conditions of the mining licenses could have a material adverse effect on our operations and financial condition.
  Charter signed on September 13, 2010. The Mining Charter requires programs for black economic empowerment and the promotion of value-added production (beneficiation) in South Africa. In particular, targets are set out for broad-based black economic empowerment in the areas of human resources and skills development; employment equity; procurement and beneficiation. In addition, the Mining Charter addresses socio-economic issues, such as migrant labor, mine community and rural development and housing and living conditions. It also includes a requirement for mining entities to achieve a minimum of 26% HDSA ownership of mining assets by 2014. In order to measure progress in meeting the requirements of the Mining Charter, companies are required to complete a scorecard, in which the levels of compliance with the objectives of the Mining Charter can be “ticked off” after every year.
  believes that it had complied with the Revised Mining Charter’s requirement to achieve a minimum of 26% HDSA ownership of mining assets by 2014.  See “Integrated Annual Report 2015—Harmony in Action—Mining Charter Compliance”on pages 168 to 170.
 DMR
 interpretation of the Revised Mining Charter’s ownership requirement and have separately approached the High Court of South Africa for a declaratory order. Should the DMR, based on the declaratory order, find that Harmony is not in compliance with the Revised Mining Charter in relation to the ownership requirement, the Company may challenge the decision in court.  The outcome of such court action is uncertain.
  amendments to the Mining Charter, its existing mining rights in South Africa could be suspended or cancelled by the Minister of Mineral Resources.  It may also influence the Company’s ability to obtain any new mining rights.  Any such suspension or cancellation could have a material adverse effect on the results of operations as well as the Company’s financial condition.
  Petroleum Resources Royalty Act (Act 28 of 2008) (the “MPRRA”). The MPRRA provides for the payment of a royalty according to a formula based on gross sales and EBIT, as defined under the MPRRA, after the deduction of capital expenditure. This rate is then applied to revenue to calculate the royalty amount due, with a minimum of 0.5% and a maximum of 5% for gold mining companies. For fiscal 2015, the average royalty rate for our South African operations was 0.5% of gross sales. If the maximum royalty rate of 5% for gold mining companies is applied, it could have a material adverse effect on the financial condition of the Company.
  retains a statutory right, at any time prior to the commencement of mining, to obtain a participating interest of up to 30% in mining development projects at historical cost. The government then administers mining tenements under the relevant mining legislation, and mining companies must pay royalties to the government based on production. The types of


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 tenements issued include: exploration license; mining lease; special mining lease; alluvial mining lease; lease for mining purpose; and mining easement.
  expand any of our initiatives in PNG into additional areas under exploration, these operations would need to convert the existing exploration licenses prior to the start of mining and that process could require landowner title approval. There can be no assurance that any approval would be received.
 We are subject to extensive environmental regulations.
    government regulate the impact of the Company’s prospecting and mining operations on the environment. On the suspension, cancellation, termination or lapsing of a prospecting permit or mining authorization, Harmony will remain liable for compliance with the provisions of various relevant regulations, including any rehabilitation obligations until a closure certificate is issued by the DMR. This liability will continue until the appropriate authorities have 1) certified thatthe Company has complied with such provisions or 2) authorized the transfer of liability to a competent party.
  regulatory requirements that may change materially. Environmental provisions are accrued when they become known, probable and can be reasonably estimated based on industry good practice. In future, Harmony may incur significant costs for compliance with increasingly stringent requirements being imposed under new legislation. This may include the need to increase and accelerate expenditure on environmental rehabilitation and to alter environmental provisions, which could have a material effect on its results and financial condition. Harmony may also face increased environmental costs should other mines in the vicinity fail to meet their obligations on the pumping or treatment of water.
  restitution. For example, following the introduction of an environmental rights clause in South Africa’s constitution, a number of environmental legislative reform processes have been initiated. Legislation passed as a result of these initiatives has tended to be materially more onerous than previous laws in South Africa. Examples of such legislation include the MPRDA, the National Nuclear Regulator Act 1999, the National Water Act of 1998 and the National Environmental Management Act 1998, which include stringent ‘polluter pays’ provisions. The adoption of these or additional or more comprehensive and stringent requirements, particularly for the management of hazardous waste, pollution of ground and groundwater systems and duty to rehabilitate closed mines, may result in additional costs and liabilities.
  environment, which are similar in scope to those of South Africa. The Environment Act 2000 governs the environmental permitting and regulatory aspects of mining projects. An environmental impact statement is required when projects are likely to have a significant adverse impact on the environment. This statement must be lodged with the Department of Environmental Conservation where, for large projects, it may be forwarded to Environment Council for review. Public consultation is an integral part of this review.
 Integrated Annual Report 2015—Harmony in Action—Environmental performance
  Mining companies are increasingly required to consider and ensure the sustainable development of, and provide benefits to, the communities and countries in which they operate.
    investment for shareholders, other stakeholders including employees, communities surrounding the operations and the countries in which they operate, also benefit from their commercial activities. Such pressures tend to be particularly focused on companies whose activities are perceived to have a high impact on their social and physical environment. The potential consequences of these pressures include reputational damage, legal suits and social spending obligations.
  courses and other infrastructure. Mining operations must therefore be designed to mitigate and/or manage their impact on such communities and the environment. Specifically at our PNG operations, cognizance of landowner rights may require measures that could include agreed levels of compensation for any adverse impact the mining operation may continue to have on the community. The cost of these measures could increase capital expenditure and operating costs and therefore impact Harmony’s operational results and financial condition.


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 Compliance with emerging climate change regulations could result in significant costs for Harmony, and climate change may present physical risks to our operations.
 GHGs
 electricity generated by external utilities. Emissions from electricity consumption are indirectly attributable to Harmony’s operations. There are currently a number of international and national measures to address or limit GHG emissions, including the Kyoto Protocol and the Copenhagen Accord, in various phases of discussion or implementation.
  committed voluntarily to 30% clean energy by 2025, aiming for the country’s GHG emissions to peak by 2020–2025, plateau for a decade and then decline by 40% by 2050.
  2015 to finalize ‘carbon budgets’ and appropriate strategies to support these targets. Adopting a carbon budget model reflects government’s acceptance of the relative energy and carbon intensity of the economy and the need to create the setting required for industries to make the transition to a more carbon-constrained environment.
  carbon budgets to identify an “optimal combination” of mitigation actions to strike a balance between South Africa’s socio-economic imperatives, especially creating and preserving jobs, as well as the need to manage climate change impacts and contribute to global efforts to stabilize GHG concentrations.
  2015 financial year. The proposal is to implement the tax at a fairly low level, and define a rising price path over time –at this stage, a carbon tax of US$10/t (South African R120/t) of CO
 2
  increasing annually by 10% during the first phase (January 1, 2015 to December 31, 2019) followed by Phase 2 of another five years. Implementation of Carbon Tax has been delayed to 2016 confirmed in the 2015 budget speech given by the South African Minister of Finance. This was done in order to align the design of the carbon tax to the desired emissions reductions outcomes being developed by the Department of Environmental Affairs. Following extensive public consultation on the proposed tax during 2013, a number of adjustments to the policy proposal would also be made, and this includes, amongst others, using some of the revenue generated from the carbon tax to fund an energy efficiency tax incentive scheme.
  to be a permanent feature of the global economy. Future climate change regulation will therefore need to be considered for all Harmony’s extensions and acquisitions. All new greenfield and brownfields projects are required by company policy to consider the impact of climate change in their design and planning.
  economic growth to be driven by renewable energy. PNG has adopted a climate change policy but implementation actions to date are very limited.  The implications of the climate change policy on Harmony’s operations in PNG have not yet been established but are not expected to have significant impacts.
    even greater importance is that energy supply be constant and reliable, given the implications of loss of energy on both production and health and safety. GHG emissions regulations, which would increase the price of energy, will affect Harmony significantly, as will regulation that stipulates emission thresholds, or sets technology standards that may result in insecure energy supply. Already certain compliance costs from power suppliers are being passed on to the Group in the form of price increases. For instance, in South Africa since 2009, Harmony has paid a levy of R0.02 - R0.035 per kilowatt hour for electricity generated by fossil fuels. In the recent budget speech the Minister of Finance proposed an 
increase in the electricity levy by an additional R0.02 per kilowatt hour. The implementation of the proposed increase in the
electricity levy is still to be determined. These levies may increase over time and additional levies may be introduced in
 future in South Africa or PNG, which could result in a significant increase in our costs.
 “Integrated Annual Report 2015 —Harmony in Action—Environmental performance”
  Our operations in South Africa are subject to water use licenses, which could impose significant costs.
  operation’s water use. These licenses require, among other issues, that mining operations achieve and maintain certain water quality limits for all water discharges, where these apply. The majority of our South African operations are lawful users with existing water permits in terms of the Water Act of 1954. Nevertheless, the South African operations have applied to the relevant regional directors for water use licenses in terms of the National Water Act, 1998. Submissions


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 were made as early as 2003 and Harmony has been working closely with the regional directors in the review process. A few operations have been issued with draft licenses for review and iteration.
  management measures that may have a significant cost implication for our business. Any failure on Harmony’s part to achieve or maintain compliance with the requirements of these licenses for any of its operations may result in Harmony being subject to penalties, fees and expenses or business interruption due to revoked water licenses. Any of these could have a material effect on our business, operating results and financial condition.
  AMD
 “Integrated Annual Report 2015 —Harmony in Action—Environmental performance”
  We may have exposure to rehabilitate potential groundwater pollution, which may include salination, and radiation contamination that may exist where we have operated or continue to operate.
  posed by deep groundwater needs to be a combined one supported by all mines located in the goldfields and government in the event of legacy issues. As a result, the DMR and affected mining companies are involved in developing a regional mine closure strategy. In view of limited current information, no reliable estimate can be made for any possible obligations or liabilities for the Company, which could be material and have an adverse impact on Harmony’s financial condition. No provision for any potential liability has been made in the financial statements.
 “Integrated Annual Report 2015 —Harmony in Action—Environmental performance”
 Investors in the United States may have difficulty bringing actions, and enforcing judgments, against us, our directors and our executive officers based on the civil liabilities provisions of the federal securities laws or other laws of the United States or any state thereof.
  public accounting firm) resides outside the United States. Substantially all of the assets of these persons and substantiallyall our assets are located outside the United States. As a result, it may not be possible for investors to enforce a judgment against these persons or ourselves obtained in a court of the United States predicated upon the civil liability provisions ofthe federal securities or other laws of the United States or any state thereof. A foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which will be enforced by South African courts provided that:
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 the court that pronounced the judgment had jurisdiction to entertain the case according to the principles recognized by South African law with reference to the jurisdiction of foreign courts;
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 the recognition and enforcement of the judgment by South African courts would not be contrary to public policy, including observance of the rules of natural justice which require that the documents initiating the United States proceeding were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal;
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  ·
 the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Business Act 99 of 1978, as amended, of the Republic of South Africa.
 Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.
  minerals” and “responsible” gold, new SEC regulations and other listing regulations applicable to us are subject to change and can create uncertainty for companies like us. New or changed laws, regulations and standards could lack specificity or be subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty on compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards.
 Sarbanes-Oxley Act
 a report by our management on our internal control over financial reporting. The report in this annual report contains, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of


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 the fiscal year, including a statement as to whether or not our internal controls over financial reporting are effective. If wefail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act. The requirement to evaluate and report on our internal controls also applies to companies that we may acquire and therefore, this assessment may be complicated by any future acquisitions. While we continue to dedicate resources and management time to ensuring that we have effective controls over financial reporting, failure to achieve and maintain an effective internal control environment could have a material adverse effect on the market’s perception of our business and our stock price. See Item 15: “Controls and Procedures”for management’s assessment as of June 30, 2015. In addition to management’s assessment of internal controls over financial reporting, we are required to have our independent registered public accounting firm publicly disclose their conclusions regarding the effectiveness of Harmony’s internal controls over financial reporting.
  comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses.
 Failure to comply with laws, regulations, standards, contractual obligations whether following a breach or breaches in governance processes or fraud, bribery and corruption may lead to regulatory penalties, loss of licenses or permits, negative effects on our reported financial results, and adversely affect our reputation.
  environments, and within numerous and complex frameworks. Our governance and compliance processes may not prevent potential breaches of law, accounting principles or other governance practices.
  instances of unethical or unlawful behavior, including bribery or corruption, nor guarantee compliance with legal and regulatory requirements, and breaches may not be detected by management.
  standards and contractual obligations could include fines, penalties, imprisonment of officers, litigation, and loss of operating licenses or permits, suspensions of operations, negative effects on Harmony’s reported financial results and may damage the company’s reputation. Such sanctions could have a material adverse impact on the company’s financial condition and results of operations.
 Investors may face liquidity risk in trading our ordinary shares on the JSE Limited.
  shares listed on the JSE have been low relative to other major markets. The ability of a holder to sell a substantial number of our ordinary shares on the JSE in a timely manner, especially in a large block trade, may be restricted by this limited liquidity. See Item 9: “The Offer and Listing—Listing Details—The Securities Exchange in South Africa.”
 Sales of large quantities of our ordinary shares and ADSs, or the perception that these sales may occur, could adversely affect the prevailing market price of such securities.
  in the public market, or there is a perception in the marketplace that such sales could occur. Subject to applicable securities laws, holders of our ordinary shares or ADSs may decide to sell them at any time. The market price of our ordinary shares or ADSs could also fall as a result of any future offerings it makes of ordinary shares, ADSs or securities exchangeable or exercisable for its ordinary shares or ADSs, or the perception in the marketplace that these sales might occur. We may make such offerings of additional ADS rights, letters of allocation or similar securities from time to time in the future.
 Shareholders outside South Africa may not be able to participate in future issues of securities (including ordinary shares) carried out by or on behalf of Harmony.
  in future issues of securities (including ordinary shares) carried out by or on behalf of Harmony. In particular, holders of Harmony securities who are located in the United States (including those who hold ordinary shares or ADSs) may not be able to participate in securities offerings by or on behalf of Harmony unless a registration statement under the Securities Act is effective with respect to such securities or an exemption from the registration requirements of the Securities Act is available thereunder. Securities laws of certain other jurisdictions may also restrict Harmony’s ability to allow the participation of all holders in such jurisdictions in future issues of securities carried out by Harmony. Holders who have a registered address or are resident in, or who are citizens of, countries other than South Africa should consult their professional advisors as to whether they require any governmental or other consents or approvals or need to observe any other formalities to enable them to participate in any offering of Harmony securities.


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 The liquidity and price of our ADRs, and our ability to raise capital, may be negatively impacted if our ADSs are delisted from the NYSE and by the measures that we take to address non-compliance with the NYSE continued listing standards.
  be met in order for our ADRs to remain listed on the NYSE and the failure to meet these listing standards could result in the delisting of our ADRs from the NYSE. On September 8, 2015, we received notice that we are not in compliance with the continued listing standard requiring a listed security to maintain a minimum average closing price of $1.00 per ADRover a consecutive 30-trading-day period.  Under the NYSE’s rules, we have a period of six months from the date of the NYSE notice to bring the 30-trading-day average closing price of our ADRs above $1.00.  During this period, our ADRS will continue to be traded on the NYSE, subject to the Company’s compliance with other NYSE listing requirements.  Inthe event we are not able to meet the requirements necessary for continued listing on the NYSE, our ADRs could besubject to delisting from the NYSE.
  things, changing the number of our ordinary shares that each ADS represents.  Any change to the ordinary share to ADS ratio could significantly reduce the total number of ADSs outstanding and also potentially reduce the number of public holders, which may reduce the liquidity of our ADSs and could adversely affect price at which our ADSs trade. In addition, if our ADSs cease to be listed for trading on the NYSE for any reason, the liquidity of our ADSs may be materially reduced and result in a corresponding material reduction in the price of our ADSs. Furthermore, any suchdelisting could harm our ability to raise capital on terms acceptable to us, or at all, and may result in the potential loss ofconfidence by investors, suppliers, business partners, licensees, customers and employees. Such consequences may materially and adversely affect our business, financial condition and results of operations.
 As we have a significant number of outstanding share options, our ordinary shares are subject to dilution.
  in 2003 and 2006, while awards under an employee share ownership plan (“ESOP”) governed by a trust called the Tlhakanelo Employee Share Trust (“Tlhakanelo Trust”) for employees other than management were made in August 2012 and in March of each subsequent year. Shares were issued to the trust on August 31, 2012. Our shareholders have authorized up to 60,011,669 of the issued share capital to be used for these plans. As a result, shareholders’ equity interests in us are subject to dilution to the extent of the potential future exercises of the options through share schemes.
 We may not pay dividends or make similar payments to our shareholders in the future.
  available depends on a variety of factors, including the amount of cash available, our capital expenditures and other cash requirements existing at the time. Under South African law, we are only entitled to pay a dividend or similar payment to shareholders if we meet the solvency and liquidity tests set out in the Companies Act 71 of 2008 (as amended) including its Regulations (the “Companies Act”) and our current Memorandum of Incorporation. Cash dividends or other similar payments may not be paid in the future.
 Dividends Tax
 South African companies to beneficial shareholders borne by the shareholder receiving the dividend. This replaced Secondary Tax on Companies. Although the substitution of Secondary Tax on Companies with Dividends Tax may reduce the tax payable on our South African operations, thereby increasing distributable earnings, the withholding tax will generally reduce the amount of dividends or other distributions received by shareholders.
   The use of contractors at certain of the company’s operations may expose Harmony to delays or suspensions in mining activities and increases in mining costs.
  other purposes. At mines employing mining contractors, contracting costs represent a significant proportion of the total operating costs of these operations and the company does not own all of the mining equipment.
  affected mines have financial difficulties, if a dispute arises in renegotiating a contract, or if there is a delay in replacingan existing contractor and its operating equipment to meet business needs at expected cost levels. Increases in contract mining rates, in the absence of associated productivity increases, will also have an adverse impact on the company’s results of operations and financial condition.
  their failure to comply with applicable legal, human rights and regulatory requirements, or their inability to manage their workforce or provide high quality services or a high level of productivity could adversely affect Harmony’s reputation,


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 results of operations and financial condition, and may result in the company incurring liability to third parties due to the actions of contractors.
 Our jointly-controlled assets may not comply with our standards.
  venture partnerships. The control environment of these assets may not align with our management and operating standards, controls and procedures. Failure to adopt equivalent standards, controls and procedures could lead to higher costs and reduced production, which could adversely affect our results and reputation.
 Breaches in our information technology security processes and violations of data protection laws may adversely impact the conduct of our business activities.
 IT
 support our business activities. Our extensive IT infrastructure and network may experience service outages that may adversely impact the conduct of our business activities. IT security processes protecting Harmony’s IT infrastructure and network may not prevent future malicious action or fraud by individuals, groups or organizations resulting in the corruption of operating systems, theft of commercially sensitive data, including commercial price outlooks, mergers and acquisitions and divestment transactions, misappropriation of funds and disruptions to our business operations.


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 ITEM 4. INFORMATION ON THE COMPANY
 A. HISTORY AND DEVELOPMENT OF THE COMPANY
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         of the Integrated Annual Report 2015 is incorporated herein by reference. Also see note 20 “Investments in Associates”and note 21 “Investments in Joint Operations”of our consolidated financial statements, set forth beginning on page F-1.
 In the 2015 fiscal year, we did not receive any public takeover offers by third parties or make any public takeover offers in respect of other companies’ shares.
 Recent Developments
 Developments since June 30, 2015
   Trust, a member of the African Rainbow Minerals**("ARM")** group. The guarantee is for additional security for the ARM BBEE Trust loan due to Nedbank Limited. The fair value of the guarantee is US$1.1 million at 30 September 2015.
    of Mineworkers, UASA and Solidarity, effective from July 1, 2015. Increases range from 6% for miners, artisans and officials to 10.4% for category 4 employees. Miners, artisans and officials will receive an increase in their standard rate of pay of 6% back-dated to 1 July 2015. Increases in the second and third years of the agreement will be guaranteed at 6%. Regrettably, the Association of Mineworkers and Construction Union (AMCU) has rejected the offers made by the company. Since agreement has been reached with unions representing the majority of employees at Harmony, the agreement will be extended to all employees.
 B. BUSINESS OVERVIEW
  “—About Harmony”
 “—Understanding Harmony”
 “—Harmony in Action—Safety and health”
 ““—Harmony in Action—Employees and communities
 “—Harmony in Action—Environmental performance”
 “—Harmony in Action—Operational performance”
 “—Harmony in Action—Projects and exploration”
 “—Governing Harmony—Directors’ report”


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 Capital Expenditures
  million, compared with US$244 million in fiscal 2014 and US$429 million in fiscal 2013. During fiscal 2015, capital expenditure at PNG accounted for 9% of the total, with Kusasalethu accounting for 19%, Phakisa accounting for 16% and Tshepong accounting for 13% of the total. During fiscal 2014, capital expenditure at PNG accounted for 5% of the total, with Kusasalethu accounting for 20% and Phakisa and Target 1 each accounting for 14% and 11% respectively of the total. During fiscal 2013, capital expenditure at PNG accounted for 28% of the total, with Kusasalethu accounting for 11% and Phakisa and Target 1 each accounting for 9% of the total.
  and upgrades. Construction at these projects has been completed in certain areas, and production, if not yet at full capacity, has started from these areas at all our current growth projects. During fiscal 2015, the capital expenditure was funded from the Company’s cash reserves, as well as by borrowings under its loan facilities.  See Item 5: “Operating and Financial Review and Prospects—Liquidity and Capital Resources”and “Integrated Annual Report 2015 —Harmony in 
Action—Operational performance”on pages 123 and 124.
  capital expenditures for each operation are found in the “Integrated Annual Report 2015 —Harmony in Action—Operational performance”on page 124.We currently expect that our planned operating capital expenditures will be financed from operations and new borrowings as needed.
 Reserves
  ounces: 22.1 million ounces gold in South Africa and 20.5 million gold and gold equivalent ounces in PNG. In instances where individual deposits may contain multiple valuable commodities with a reasonable expectation of being recovered (for example gold and copper in a single deposit) Harmony computes a gold equivalent to more easily assess the value of the deposit against gold-only mines. Harmony does this by calculating the value of each of the deposits commodities, then dividing the product by the price of gold. For example, the gold equivalent of a gold and copper deposit would be calculated as follows: ((gold ounces x gold price per ounce) + (copper pounds x copper price per pound)) / gold price per ounce. All calculations are done using metal prices as stipulated in the discussion below. Harmony assumes a 100% metallurgical recovery in its calculations unless otherwise stated. The year-on-year negative variance in mineral reserves is due to the following reasons:
 ·
  ·
  ·
    of mineral resources and mineral reserves. We use the term “mineral reserves” herein, which has the same meaning as “ore reserves”, as defined in the SAMREC Code. Our reporting of the PNG Mineral Reserves complies with the 2012 JORC code. This code is materially the same as the SAMREC Code. In reporting of reserves, we have complied with the SEC's Industry Guide 7.
   ·
  ·
   ·
 the Hidden Valley Operations and Wafi-Golpu project in the Morobe Mining Joint Ventures used prices of US$1,250/oz gold (“Au”), US$20/oz silver (“Ag”), US$10/lb molybdenum (“Mo”) and US$3.10/lb copper (“Cu”) at an exchange rate of US$0.85 per A$.
 ·
 gold equivalent ounces are calculated assuming a US$1,400/oz Au, US$ 3.10/lb Cu and US$23.00/oz Ag with 100% recovery for all metals. These assumptions are based on those used in the 2012 pre-feasibility study; and
 ·
 “gold equivalent” is computed as the value of the company’s gold, silver and copper from all mineral resources/reserves classifications divided by the price of gold. All calculations are done using metal prices as stipulated.


21
  a cut-off grade. At our underground operations in South Africa, this is done by defining the optimal cut-off grade as the lowest grade at which an orebody can be mined such that the total profits, under a specified set of mining parameters, are maximized. The cut-off grade is determined using our Optimizer computer program which requires the following as input:
 ·
  ·
 an assumed gold price which, for this mineral reserve statement, was taken as R450,000 per kilogram (gold price of US$1,230 per ounce and an exchange rate of R11.38 per US dollar);
 ·
  ·
 the mine recovery factor which is equivalent to the mine call factor (“MCF”) multiplied by the plant recovery factor; and
 ·
          mine plan and have been estimated after consideration of the factors affecting extraction, including mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. A range of disciplines which includes geology, survey, planning, mining engineering, rock engineering, metallurgy, financial management, human resources management and environmental management have been involved at each mine in the life-of-mine planning process and the conversion of resources into reserves. The oreflow-related modifying factors used to convert the mineral resources tomineral reserves through the life-of-mine planning process are stated for each individual operation. For these factors, historical information is used, except if there is a valid reason to do otherwise. Owing to depth and rock engineering requirements at our underground mines, some mines design stope support pillars into their mining layouts which accounts for approximately 7% to 10% discounting. Further discounting relates to the life-of-mine extraction to provide for geological losses.
  underground mining operations in South Africa is generally applied on a 6 meter by 6 meter grid. Average sample spacing on development ends is at 2 meter intervals in development areas. For the massive mining at the Target 1 operation, our standard for sampling with respect to both proved and probable reserves are fan drilling with “B” sized diamond drill holes (43mm core) sited at 50 meter spaced sections along twin access drives. The Kalgold opencast operations are sampled on diamond drill and reverse circulation drill spacing of no more than 25 meters on average. Surface mining at South African operations other than Kalgold involves recovering gold from areas previously involved in mining and processing, such as metallurgical plants, waste rock dumps and tailing dams (slimes and sand) for which random sampling is used.
  diamond drilling using PQ down to NQ sized core. The core is cut in half, one half sampled at a maximum of 2 meter intervals and the other half stored in designated core storage facilities. Drill spacing at our Hidden Valley operations is typically on less than 20 meter centers for measured category, 20 to 40 meter centers for the Indicated category and greater than 40 meters for Inferred category material. Due to the nature of the Golpu porphyry mineralization, drill spacing is increased to 100 to 200 meters for indicated and greater for inferred. Assaying for gold is by fire assay and various methods are used for copper and other elements. All assays informing the resource calculation are analyzed at a National Association of Testing Authorities (“NATA”) accredited commercial laboratory. Extensive Quality Assurance/Quality Control work is undertaken and data is stored in an electronic database.


22
 Our mining operations’ reported total proved and probable reserves as of June 30, 2015 are set out below:
 Mineral Reserves statement (Imperial) as at June 30, 2015
 Operations Gold
 PROVED RESERVES
 PROBABLE RESERVES
 TOTAL RESERVES
 Tons
 (millions)
 Grade
 (oz/ton)
 Gold oz(1)
 
 (000)
 Tons
 (millions)
 Grade
 (oz/ton)
 Gold oz(1)
 
 (000)
 Tons
 (millions)
 Grade
 (oz/ton)
 Gold oz(1)
 
 (000)
 South Africa UndergroundBambanani.............................
                                                                                          Total South Africa
 Underground
 46.8
 0.174
 8,172
 41.6
 0.165
 6,844
 88.4
 0.170
 15,016
 Mineral Reserves statement (Imperial) as at June 30, 2015
 Operations Gold
 PROVED RESERVES
 PROBABLE RESERVES
 TOTAL RESERVES
 Tons
 (millions)
 Grade
 (oz/ton)
 Gold oz
 (1)
 (000)
 Tons
 (millions)
 Grade
 (oz/ton)
 Gold oz
 (1)
 (000)
 Tons
 (millions)
 Grade
 (oz/ton)
 Gold oz
 (1)
 (000)
 South Africa SurfaceKalgold ...............................
                               Total South Africa
 Surface
 295.8
 0.008
 2,481
 625.6
 0.007
 4,581
 921.4
 0.008
 7,062
 Total South Africa
 342.6
 10,653
 667.2
 11,425
 1,009.8
 22,078
 Papua New Guinea(2)
 
                               Total Papua New Guinea
 1.7
 0.032
 56
 262.5
 0.027
 6,966
 264.2
 0.028
 7,022
 Total
 344.3
 10,709
 929.7
 18,391
 1,274.0
 29,100
 (1)
 Metal figures are fully inclusive of all mining dilutions and gold losses, and are reported as mill delivered tons and head grades. Metallurgical recovery factors have not been applied to the reserve figures.
 (2)
 Represents Harmony’s attributable interest of 50%. Note: 1 ton = 907 kg = 2,000 lbs.
 In addition to the gold reserves, we also report our gold equivalents for reserves for silver and copper from our
 PNG operations. Gold equivalent ounces are calculated assuming a US$1,400/oz for gold, US$3.10/lb copper and US$23.00/oz for silver with 100% recovery for all metals.


23
 Gold Equivalents(2)
 
 Silver
 Proved reserves
 Probable reserves
 Total reserves
 Tons(millions)
 GoldEquivalents(oz)(1)
 
 (000)
 Tons(millions)
 GoldEquivalents(oz)(1)
 
 (000)
 Tons(millions)
 GoldEquivalents(oz)(1)
 
 (000)
 Hidden Valley
 1.5
 15
 13.3
 217
 14.8
 232
 Copper
 Proved reserves
 Probable reserves
 Total reserves
 Tons(millions)
 GoldEquivalents(oz)(1)
 
 (000)
 Tons(millions)
 GoldEquivalents(oz)(1)
 
 (000)
 Tons(millions)
 GoldEquivalents(oz)(1)
 
 (000)
 Golpu
 —
 —
 248.0
 13,265
 248.0
 13,265
 Total Gold Equivalents
 1.5
 15
 261.3
 13,482
 262.8
 13,497
 Total Harmony including gold equivalents
 344.3
 10,724
 929.7
 31,873
 1,274.0
 42,597
 In addition to the gold reserves, we also report our attributable reserves for silver and copper from our PNG
 operations. Metal prices are assumed at US$23.00/oz for silver, US$3.10/lb for copper, and molybdenum at US$15/lb.
 Papua New Guinea: Other(2)
 
 Silver
 Proved Reserves
 Probable Reserves
 Total Reserves
 Tons
 (millions)
 Grade
 (oz/ton)
 Silver oz(1)
 
 (000)
 Tons
 (millions)
 Grade
 (oz/ton)
 Silver oz(1)
 
 (000)
 Tons
 (millions)
 Grade
 (oz/ton)
 Silver oz(1)
 
 (000)
                     Copper
 Tons
 (millions)
 Grade
 (%)
 Cu lb(1)
 
 (millions)
 Tons
 (millions)
 Grade
 (%)
 Cu lb(1)
 
 (millions)
 Tons
 (millions)
 Grade
 (%)
 Cu lb(1)
 
 (millions)
           Molybdenum
 Tons
 (millions)
 Grade
 lb/ton
 Mo lb(1)
 
 (millions)
 Tons
 (millions)
 Grade
 lb/ton
 Mo lb(1)
 
 (millions)
 Tons
 (millions)
 Grade
 lb/ton
 Mo lb(1)
 
 (millions)
           (1)
 Metal figures are fully inclusive of all mining dilutions and gold losses, and are reported as mill delivered tons and head grades. Metallurgical recovery factors have not been applied to the reserve figures.
 (2)
   Our methodology for determining our reserves is subject to change and is based upon estimates and assumptions
 made by management regarding a number of factors as noted above in this section. Cost per tonne and cut-off grade per operation are as follows.
 Operations gold
 Underground Operations
 Surface and Massive Mining
 Cut-off grade
 (cmg/t)
 Cut-off cost
 (R/Tonne)
 Cut-off grade
 (g/t)
 Cut-off cost
 (R/Tonne)
 South Africa UndergroundBambanani ...................................................


24
 Operations gold
 Underground Operations
 Surface and Massive Mining
 Cut-off grade
 (cmg/t)
 Cut-off cost
 (R/Tonne)
 Cut-off grade
 (g/t)
 Cut-off cost
 (R/Tonne)
                          South Africa SurfaceKalgold.........................................................
          Cut-off
 % Cu
 Cut-off cost
 (A$/Tonne)
 Cut-off grade
 (g/t)
 Cut-off cost
 (A$/Tonne)
 Papua New GuineaHidden Valley ..............................................
               Operations gold
 Underground Operations
 Surface and Massive Mining
 Cut-off grade
 (cmg/t)
 Cut-off cost
 (R/Tonne)
 Cut-off grade
 (g/t)
 Cut-off cost
 (R/Tonne)
 SILVERPapua New GuineaHidden Valley............................................
     COPPERPapua New GuineaGolpu.........................................................
     Notes on Cut-off:
    All SA underground operations are stated in cmg/t (cmg/t is the Reef Channel width multiplied by the g/t which indicates the gold content within the Reef Channel).
 Notes on Cut-off cost:Cut-off cost refers to the cost in R/Tonne or A$/Tonne to mine and process a tonne of ore. Notes on Copper:Cut-off is stated in % Cu. Notes on Golpu:Cut-off is based on 0.2% copper; molybdenum and gold mined as by-product.
 Geology
 The major portion of our South African gold production is derived from mines located in the Witwatersrand Basin
 in South Africa. The Witwatersrand Basin is an elongated structure that extends approximately 300 kilometers in a northeast-southwest direction and approximately 100 kilometers in a northwest-southeast direction. It is an Archean sedimentary basin containing a six kilometer thick stratigraphic sequence consisting mainly of quartzites and shales with minor volcanic units. The majority of production is derived from auriferous placer reefs situated at different stratigraphic positions and at varying depths below the surface in three of the seven defined goldfields of the Witwatersrand Basin.
 Our Hidden Valley project comprises low sulphidation carbonate-base metal-gold epithermal deposits within the
 Morobe Goldfield, in the Morobe Province of PNG. In the Hidden Valley project area, a batholith of Morobe Granodiorite (locally a coarse grained monzogranite) is flanked by fine metasediments of the Owen Stanley Metamorphics. Both are cut by dykes of Pliocene porphyry ranging from hornblende-biotite to feldspar-quartz porphyries. A number of commonly argillic altered and gold anomalous breccias are known, including both hydrothermal and over printing structural breccias. The Hidden Valley deposit is hosted in the Moribe Granodiorite, dominated by a series of post-Miocene faults, both north and north-west trending, control the gold mineralization.
 Our Wafi project comprises the sedimentary/volcaniclastic rocks of the Owen Stanley Formation that surround the
 Wafi Diatreme and host the gold mineralization. Gold mineralization occurs associated with an extensive zone of high-sulphidation epithermal alteration overprinting porphyry mineralization and epithermal style vein-hosted and replacement gold mineralization with associated wall-rock alteration. The Golpu Copper-Gold project is located about one kilometer northeast of the Wafi gold orebody. It is a porphyry (diorite) copper-gold deposit. The host lithology is a diorite that exhibits a typical zoned porphyry copper alteration halo together with mineralization in the surrounding metasediment.


25
 The mineralized body can be described as a porphyry copper-gold “pipe”. The Wafi gold mineralization and alteration partially overprints the upper levels of the Golpu porphyry copper-gold mineralization.
 Discontinued Operations and Operations Recently Placed on Care and Maintenance
 Discontinued Operations: Evander
 Introduction:
 amalgamation of the former Kinross, Bracken, Leslie and Winkelhaak mines into a mining right of 36,898 hectares, and additional adjacent prospecting rights comprising 19,933 hectares. Ore is treated at the Kinross plant. On February 28, 2013, the conditions precedent for the sale of Harmony’s 100% interest in Evander Gold Mines Limited (“Evander”) to Pan African were fulfilled and the transaction was completed. Prior to completion of the transaction, Harmony received a distribution of US$23 million from Evander. The final purchase consideration amounted to US$144 million.
 History:
 Evander. In 1996, as a result of the depletion of mineral reserves, all four mining areas were merged to form Evander Gold Mines Limited. In August 1998, Harmony acquired Evander as a wholly-owned subsidiary.
 Geology:
 basin, a geologically discrete easterly extension of the main Witwatersrand Basin. Only one economic reef type, the Kimberley Reef, is mined at Evander. In addition to the faulting of the reef horizon, there are numerous dykes and sills that complicate the mining layouts, the most significant of which is an extensively developed dolerite footwall sill that occasionally intersects the Kimberley Reef, causing displacements within it.
 Mining Operations:
 for eight months before the sale of operations was concluded, there is no comparative data to report for fiscal 2013. Therefore no discussion has been included.
 Production analysis:
 Fiscal Year Ended June 30,
 Evander
 2015
 2014
 2013(1)(2)
 
 ProductionTons (‘000)........................................................................................
 —
 —
 430
 Recovered grade (ounces/ton) ...........................................................
 —
 —
 0.146
 Gold produced (ounces) ....................................................................
 —
 —
 62,855
 Gold sold (ounces) ............................................................................
 —
 —
 60,862
 Results of operations ($)Product sales (‘000)...........................................................................
 —
 —
 102,256
 Cash cost (‘000) ................................................................................
 —
 —
 63,397
 Inventory movement (‘000)...............................................................
 —
 —
 —
 Production profit (‘000) ....................................................................
 —
 —
 39,958
 Cash costsPer ounce of gold ($).........................................................................
 —
 —
 1,009
 Capex(‘000) ($) ...............................................................................
 —
 —
 16,419
 (1)
 Amounts include results up until the end of February 2013.
 (2)
 Amounts include production from surface sources.
 Operations Recently Placed on Care and Maintenance: Target 3
  (Proprietary) Limited (In Liquidation) (“Pamodzi FS”)in February 2010. Target 3 is situated near the town of Allanridge in the Free State Province, some 270 kilometers southwest of Johannesburg. Located on the northern limit of the Welkom Goldfields, the site is accessed via the R30 motorway situated between the towns of Bothaville and Welkom.
 Geology
 mining can be exploited, and a number of areas of virgin ground where conventional mining can take place, with the potential to exploit zone 3 in the Freddies 9 Shaft area.
  Formation) and Elsburg Reef, a succession of Elsburg a pebble conglomerate reefs hosted by the Van Heeverrust (Eldorado Formation). Synclinal fold forms the major structural feature and is manifested as an asymmetric syncline whose axis trends N 15° W, with a general plunge of 10—12° north.


26
   Mining operations:
 taken based on the financial performance of the operation and the future capital that was required to extend the life of the mine.
 Production analysis
 Fiscal Year Ended June 30,
 Target 3
 2015(1)
 
 2014
 2013
 ProductionTons (‘000) ......................................................................................
 99
 331
 355
 Recovered grade (ounces/ton) .........................................................
 0.156
 0.137
 0.147
 Gold produced (ounces)...................................................................
 15,529
 45,429
 52,277
 Gold sold (ounces)...........................................................................
 16,140
 45,301
 51,859
 Results of operations ($)Product sales (‘000).........................................................................
 19,432
 58,788
 83,573
 Cash cost (‘000)...............................................................................
 (14,870)
 (53,856)
 (58,343)
 Inventory movement (‘000).............................................................
 (603)
 60
 708
 Production profit (‘000)...................................................................
 3,959
 4,992
 25,938
 Cash costsPer ounce of gold produced ($)........................................................
 958
 1,185
 1,116
 All-in sustaining costPer ounce of gold sold ($)................................................................
 1,114
 1,514
 1,477
 Capex(‘000) ($)..............................................................................
 1,785
 12,385
 16,444
 (1)
 Placed on care and maintenance in October 2014, therefore no discussion has been included for fiscal 2015.
  environmental conditions (unable to develop sub-shaft areas) and erratic grades in secondary reefs and complex geology necessitating many unplanned crew moves. The erratic grades in secondary reefs in which more than 70% of mining on Target 3 and hanging wall / footwall conditions in Basal and B-Reefs resulted in the decrease in recovery grade from 0.147 ounces per ton in fiscal 2013 to 0.137 ounces per ton in fiscal 2014. In fiscal 2014 ounces produced decreased by 13% to 45,429 ounces, primarily as a result of a decrease in recovered grade and tons generated. The average tons milled in fiscal 2014 was 27,580 tons per month, compared with 29,583 tons per month in fiscal 2013.
  ounce increased from US$1,116/oz in fiscal 2013 to US$1,185/oz in fiscal 2014. This was mainly due to a decrease inproduction. Cash costs for Target 3 was US$53.9 million in fiscal 2014, compared with US$58.3 million in fiscal 2013. Cash costs in Rand terms increased by 10% this increase was primarily attributed to an increase in electricity costs of 8% as well as an increase in contractor cost to rehabilitate the second escape to comply with safety standards and procedures, but was however negated in dollar terms due to the weakening of the Rand in fiscal 2014.
 Regulation
 Mineral Rights
 -
 South Africa
  of the MPRDAin May 2004, and its amendment in July 2013, provides that all mineral rights in South Africa are now vested in the South African State. The principal objectives of the Act are:
 ·
 to recognize the internationally accepted right of the state of South Africa to exercise full and permanent sovereignty over all the mineral and petroleum resources within South Africa;
 ·
  ·
 to promote equitable access to South Africa’s mineral and petroleum resources to all the people of South Africa;
 ·
 to substantially and meaningfully expand opportunities for HDSAs including women, to enter the mineral and petroleum industry and to benefit from the exploitation of South Africa’s mineral and petroleum resources;
 ·


27
 ·
  ·
  ·
 to give effect to Section 24 of the South African Constitution by ensuring that South Africa’s mineral and petroleum resources are developed in an orderly and ecologically sustainable manner while promoting justifiable social and economic development; and
 ·
 to ensure that holders of mining and production rights contribute towards socio-economic development of the areas in which they are operating.
  periods not exceeding 30 years each thereafter), provided that mining companies applied for new-order mining rights over existing operations within five years of May 1, 2004, or before the existing right expired, whichever was the earlier date and fulfilled requirements specified in the MPRDA, its Regulations and the Mining Charter.
  MPRRA provides for the payment of a royalty according to a formula based on gross sales and EBIT, as defined under the MPRRA, after the deduction of capital expenditure. This rate is then applied to revenue to calculate the royalty amount due, with a minimum of 0.5% and a maximum of 5% for gold mining companies. For fiscal 2015, the average royalty rate for our South African operations was 0.5% of gross sales.
  May 2004. A draft Mineral and Petroleum Resources Development Amendment Bill, 2012 (“MPRDA Bill”) was published in December 2012 for comment. On March 12, 2014 the bill was approved by the National Assembly and required the President of South Africa’s approval. Subsequently, in January 2015 the bill has been referred back to the National Assembly by the President of South Africa for reconsideration.
  ·
 Concentration of rights
 The MPRDA Bill seeks to amend the MPRDA to provide that the Minister must refuse to provide a mining right or an exploration right if this will result in a concentration of rights under the control of the applicant.
 ·
 Ownership of tailings created before 1 May 2004
 The MPRDA provides that historic tailings are not regulated in terms of the MPRDA; however, the MPRDA Bill purports to amend the MPRDA so as to render historic tailings subject to regulation under the MPRDA, resulting in the South African State gaining custodianship of historic tailings.
 ·
 Mineral beneficiation
 A key change is that the MPRDA Bill now makes it mandatory for the Minister to “initiate or promote the beneficiation of minerals and petroleum resources in the Republic of South Africa”. The MPRDA Bill affords the Minister broad discretion over beneficiation, without providing any criteria under which such discretion should be exercised.
 ·
 Issue of a closure certificate
 The MPRDA Bill envisages that a rights holder will remain liable for environmental and associated damage caused by prospecting and mining operations, even after (and notwithstanding) the issue of a closure certificate by the Minister. This means that a rights holder will no longer be indemnified from liability after the issue of a closure certificate.
    relating to the transfer, over a ten-year period, of 26% of South Africa’s mining assets (as equity or attributable units of production) to HDSAs, as defined in the Mining Charter. In order to measure progress in meeting the requirements of the Mining Charter, companies are required to complete a “Scorecard”, in which the levels of compliance with the Mining Charter can be ticked-off every year. The Mining Charter and Scorecard require programs for black economic empowerment and the promotion of value-added production (beneficiation) in South Africa. In particular, targets are set out for broad-based black economic empowerment in the areas of human resource and skills development; employment equity; procurement beneficiation and direct ownership. In addition, the Mining Charter addresses socio-economic issues such as migrant labor, mine community and rural development, and housing and living conditions.


28
 September 13, 2010. The requirement under the old Mining Charter for mining entities to achieve a 26% HDSA ownership of mining assets by the year 2014 has been retained in the new Revised Mining Charter. Harmony believes that it had complied with this requirement. In addition, in terms of the Revised Mining Charter, mining companies must, inter alia:
 ·
  ·
 procure a minimum of 40% of capital goods, 70% of services and 50% of consumer goods from HDSA suppliers (i.e. suppliers of which a minimum of 25% + 1 vote of their share capital must be owned by HDSAs) by 2014. These targets will however be exclusive of non-discretionary procurement expenditure;
 ·
 achieve a minimum of 40% HDSA demographic representation by 2014 at top management (board) level, senior management (EXCO) level, core and critical skills, middle management level and junior management level;
 ·
  ·
 implement measures to improve the standards of housing and living conditions for mineworkers by converting or upgrading mineworkers’ hostels into family units, attaining an occupancy rate of one person per room and facilitating home ownership options for all mineworkers in consultation with organized labor.
   continue to comply with the Mining Charter until a new Charter is applicable. See “Integrated Annual Report 2015—
Harmony in Action—Mining Charter Compliance”on pages 168 to 170.In addition, mining companies are required to monitor and evaluate their compliance with the Revised Mining Charter, and must submit annual compliance reports to the DMR. The Scorecard makes provision for a phased-in approach for compliance with the above targets over the five year period ended in 2014. For measurement purposes, the Scorecard allocates various weightings to the different elements of the Revised Mining Charter. Failure to comply with the provisions of the Revised Mining Charter will amount to a breach of the MPRDA and may result in the cancellation or suspension of a mining company’s existing mining rights.
  MPRDA has not had a significant impact on our mining and exploration activities because we applied for and were granted the conversion of all of our old-order mining rights into mining rights in terms of the MPRDA. We now have to comply with the required annual and bi-annual reporting to the DMR on the Social and Labor Plans, Environmental Management Programs, and Progress Reports on our prospecting rights.
  assessment of the mining industry’s compliance with the Mining Charter. Harmony notes the difference of opinion in how some black economic empowerment (“BEE”) transactions are recognized. To this end, the DMR and the mining industry have agreed to jointly seek a ‘declaratory order’ from a South African court to ensure the correct interpretation of the rules governing the BEE component of the Charter. This is a proactive and necessary step to promote regulatory certainty for the mining industry.
  register and the identification of all of our economic, mineral and mining rights. We have secured all “old mining rights” and validated existing mining authorizations. Our strategy has been to secure all strategic mining rights on a region-by-region basis. The conversion of mining rights for our operations was granted and all of our mining areas are secured/supported by new-order mining rights.
  of 2008 were assented to on November 21, 2008 with the commencement date set as May 1, 2009. However, the date on which royalties became payable was deferred to March 1, 2010. Royalties are payable to the government according to formula based on earnings before interest and tax. This rate is then applied to revenue to calculate the royalty amount due, with a minimum of 0.5% and a maximum of 5% for gold. For fiscal 2015, the average royalty rate for our South African operations was 0.5% of gross sales.
 Mineral Rights
 -
 Papua New Guinea


29
  on land owned by them. These customary rights do not extend over a mining lease, unless an alluvial mining lease is obtained.
  issues. There is, however, considerable difficulty in identifying landowners of a particular area of land because land ownership may arise from both contract and inheritance, and because of the absence of a formal written registrationsystem.
  commencing mining, a written agreement must be entered into with landowners dealing with compensation and other matters.
  exploration licenses granted by the Minerals Resource Authority for the Hidden Valley Project. Both parties have obligations under a memorandum of agreement with the state, local government and the landowners.
  Resource Authority for the Wafi-Golpu Project, and have entered into a compensation agreement with landowners on one of its exploration licenses.
  manages two main project areas, which include the Tari project in the Southern Highlands and the Magavara project in the Milne Bay Province for which a tenement application was submitted.
    agencies are involved in the process. The policies and legislation being reviewed are the Mining Act 1992, Mining Safety Act 1997, Mineral Policy and sector policies including offshore mining policy, sustainable development policy, involuntary relocation policy and mine closure policy. The Chamber of Mines and Petroleum of PNG as the representative industry body has been collating information from industry participants regarding the review of current legislation and policy as part of the response to the government’s mining legislation review. Harmony is represented on the chamber’s sub-committee and is actively participating in discussions.
 Health and Safety – South Africa
  and Works Act of 1956 and then by the Minerals Act of 1991 which was replaced by the Mine Health and Safety Act. The Minerals Act of 1991 has subsequently been repealed and the MPRDA promulgated. The Mine Health and Safety Act has since been amended by the Mine Health and Safety Amendment Act, Act 74 of 2008. The objectives of the Mine Health and Safety Act (“MHSA”) are:
 ·
  ·
 to require employers and employees to identify hazards and eliminate, control and minimize the risks relating to health and safety at mines;
 ·
 to give effect to the public international law obligations of South Africa that concern health and safety at mines;
 ·
 to provide for employee participation in matters of health and safety through health and safety representatives and the health and safety committees at mines;
 ·
  ·
  ·
  ·
  ·
  ·
 co-operation and consultation on health and safety matters between the State, employers, employees and their representatives.


30
 representatives and the establishment of health and safety committees. It also entrenches the right of employees to refuse to work in dangerous conditions. Key amendments to the MHSA include the following:
 ·
  ·
  ·
  ·
  ·
  ·
  See “Integrated Annual Report 2015—Harmony in Action—Safety and health” .
 Health and Safety – Papua New Guinea
  Mining (Safety) Act of 1977 is the principal legislation, which addresses a range of issues such as working hours, minimum safety and reporting requirements. Other legislation and regulations also apply. The PNG Mining (Safety) Act and Regulations are currently under review as part of the overall review of mining legislation in PNG.
 See “Integrated Annual Report 2015—Harmony in Action—Safety and health” .
 Labor Relations
 South Africa
  recognition agreements. In South Africa, Harmony recognises four labour unions. As at financial year-end, these unions and their corresponding representation were as follows, namely the National Union of Mineworkers (at 66%); the Association of Mineworkers and Construction Union (at 15%); the United Association of South Africa (at 10%) and Solidarity (at 2%). About 93% of our South African workforce is unionised, with the balance not belonging to a union.See“Integrated Annual Report 2015—Harmony in Action—Employees and communities”at page 80.
 Australia
  standards and provide for collective bargaining and action. All employment contracts are based on the Fair Work Act of 2009 and the National Employment Standards. Our Australian workforce is not unionized.
 Papua New Guinea
    region. Industrial relations at Hidden Valley have been established through regular dialogue between management and employees via the Employee Relations Committee. Employees at PNG are not unionized, however, Hidden Valley Mine employment is guided by an MOA between the Landowner Association, the Company and the government. The MOA governance process requires that, when qualifications and experience are equivalent, employment preference is given to local and landowner candidates before individuals from other provinces or countries. Compliance with this agreement is a critical issue in maintaining Hidden Valley Mine’s license to operate.


31
 C. ORGANIZATIONAL STRUCTURE
  “—About Harmony”
 of the Integrated Annual Report 2015 is incorporated herein by reference. Also see note 2.1“Consolidation” of our consolidated financial statements, set forth beginning on page F-1.
 D. PROPERTY, PLANT AND EQUIPMENT`
  “—Harmony in Action—Environmental performance”
 “—Harmony in Action—Operational performance”
 “—Governing Harmony—Directors’ report”
 of the Integrated Annual Report 2015 is incorporated herein by reference. Also see note 14 “Property, Plant and Equipment” and note 30 “Cash Generated by Operations” of our consolidated financial statements, set forth beginning on page F-1.
 Also see Item 4: “Information on the Company—Business Overview——Reserves”, “—Geology” and “—Capital Expenditures”and Item 5: “Operating and Financial Review and Prospects—Tabular Disclosure of Contractual Obligations”.


32
 ITEM 4A. UNRESOLVED STAFF COMMENTS
  ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 You should read the following discussion and analysis together with our consolidated financial statements,
 including the related notes, set forth beginning on page F-1.
 A. OPERATING RESULT
 Overview
  sales for fiscal 2015 were 1.10 million ounces of gold. As at June 30, 2015, our mining operations and projects reported total proved and probable reserves of approximately 42.6 million gold equivalent ounces and in fiscal 2015 we processed approximately 19.9 million tons of ore.
  of shafts or open-pit mine managed by a team (headed by a single general manager) being considered to be an operating segment.
  ·
 Bambanani, Doornkop, Joel, Kusasalethu, Masimong, Phakisa, Target 1, Target 3 (operations weresuspended and placed on care and maintenance during the December 2014 quarter), Tshepong, Unisel and Hidden Valley;
 ·
  ·
 all other shafts and surface operations, including those that treat historic sand dumps, rock dumps and tailings dams, are grouped together under “Other — Underground” and “Other — Surface”.
 Recent Accounting Pronouncements
  beginning on page F-1. Recently adopted accounting policies, as well as recent accounting pronouncements with the potential for impact on the consolidated financial statements, are described in note 2 “Accounting Policies” to our consolidated financial statements set forth beginning on page F-1.
 Critical Accounting Policies and Estimates
  assumptions that affect the reported results of our operations. Actual results may differ from those estimates. We have identified the most critical accounting policies upon which our financial results depend. Some of our accounting policies require the application of significant judgment and estimates by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty and are based on our historical experience, terms of existing contracts, management’s view on trends in the gold mining industry and information from outside sources.
  note 2 “Accounting Policies” and 3 “Critical Accounting Estimates and Judgments”, respectively, to our consolidated financial statements set forth beginning on page F-1. This discussion and analysis should be read in conjunction with such consolidated financial statements and the relevant notes. Management has identified the following as critical accounting policies because estimates used in applying these policies are subject to material risks and uncertainties. Management believes the following critical accounting policies, together with the other significant accounting policies discussed in the notes to our consolidated financial statements, affect its more significant judgments and estimates used in the preparation of our consolidated financial statements and could potentially impact our financial results and future financial performance.
 Gold mineral reserves
  the Group’s properties. In order to calculate the gold mineral reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, commodity prices and exchange rates.


33
 complex and difficult geological judgments and calculations to interpret the data. These reserves are determined in accordance with the SAMREC Code, JORC and SEC Industry Guide 7.
  because additional geological data is generated during the course of operations, estimates of the mineral reserves may change from year to year. Changes in the proved and probable reserves may affect the Group’s financial results and financial position in a number of ways, for example depreciation and amortization charged in the income statement may change as they are calculated on the units-of-production method.
 The estimate of the total expected future lives of our mines could be materially different from the actual amount of gold mined in the future. See Item 3:“Key Information—Risk Factors—Estimations of Harmony’s gold reserves are based on a number of assumptions, including mining and recovery factors, future cash costs of production and the price of gold. As a result, quantities of gold produced may differ from current estimates”
 Depreciation of Mining Assets
  based on estimated quantities of economically recoverable proved and probable reserves, which can be recovered in future from known mineral deposits.
  useful life of each of its operations separately based on the characteristics of each deposit and select the reserve/resource base that best reflects the useful life of the operation. In most instances, management considers the use of proved and probable reserves for the calculation of depreciation and amortization expense to be the best estimate of the life of the respective mining operation. Therefore, for most of the Company’s operations, we use proved and probable reserves only, excluding all inferred resources as well as any indicated and measured resources that have not yet been deemed economically recoverable.
  mine and related assets. In these instances, management may be confident that certain inferred resources will eventually be classified as measured and indicated resources, and if economically recoverable, they will be included in proved and probable reserves. Management is approaching economic decisions affecting the mine on this basis, but has not yet done the necessary development and geological drill work to improve the confidence to the required levels to designate them formally as reserves. In these cases, management, in addition to proved and probable reserves, may also include certain, but not all, of the inferred resources associated with these properties as the best estimate of the pattern in which the asset’s future economic benefits are expected to be consumed by the entity.
  the life-of-mine plan. To be included in the life-of-mine plan, resources need to be above the cut-off grade set by management, which means that the resource can be economically mined and is therefore commercially viable. This consistent systematic method for inclusion in the life-of-mine plan takes management’s view of the gold price, exchange rates as well as cost inflation into account. The board of directors and management approach economic decisions affecting these operations based on the life-of-mine plans that include such resources. In declaring the resource, management would have had to obtain a specified level of confidence of the existence of the resource through drilling as required by the SAMREC Code or JORC. For further discussion on mineral reserves, see “—Gold mineral reserves”above.
  plans at Doornkop and Masimong to the proved and probable reserves in order to calculate the depreciation expense. The depreciation calculation for all other operations was done using only the proved and probable reserves. At these two


34
 operations, there has been a steady conversion of the inferred resources included in the life-of-mine plan into measured and indicated resources that are then classified as reserves if economically viable. In addition, there have been no instances during the periods presented where subsequent drilling or underground development indicated instances of inappropriate inclusion of inferred resources in such life-of-mine plans. As such, management is confident that the inclusion of the inferred resources included in the life-of-mine plan in calculating the depreciation charge is a better reflection of the pattern of consumption of the future economic benefits of these assets than would be achieved by excluding them.
 Management’s confidence in the economical recovery of these inferred resources is based on historical experience
 and available geological information. The surface drilling spread (surface boreholes) and underground advance drilling at Doornkop South Reef and Masimong have indicated that the portion of the inferred resources included in the life-of-mine plan exist and can be economically mined with a high level of confidence in the orebodies. The surface boreholes have been used to determine the existence of the orebodies as well as the location of major geological structures and the mineralogy of the orebodies. However, since further drilling and underground development necessary to classify the inferred resources as measured and/or indicated resources and then as reserves, if economically recoverable, has not been done yet, they remain in the inferred resource category. Geological drilling can only be done as and when theunderground infrastructure is advanced.
 Additional confidence in existence and commercial viability is obtained from the fact that the orebodies
 surrounding these two operations have already been mined over many years in the past. We mine continuations of the same reefs that these mined-out operations exploited. At Masimong and Doornkop South Reef, the geological setting of the orebodies are such that there is an even distribution of the mineralized content, and reliance can be placed on the comparable results of the surrounding mines. As these results are already known, simulations and extrapolations of the expected formations can be done with a reasonable degree of accuracy. Although this information will not allow the classification of inferred resources to measured and indicated resources and then as a reserve if economically viable, it does provide management with valuable information and increases the level of confidence in existence and grade expectation.
 Future capital expenditure necessary to access these inferred resources, such as costs to complete a decline or a
 level, has also been included in the cash flow projections for the life-of-mine plan and have been taken into account when determining the pattern of depreciation charge for these operations.
 Due to the fact that the economic assumptions used to estimate the proved and probable reserves and resources
 change from year to year, and because additional geological data is generated during the course of operations, estimates of the resources and proved and probable reserves may change from year to year. Changes in the proved and probable reserves and the inferred resource base used in the life-of-mine plan may affect the calculation of depreciation and amortization. The change is recognized prospectively.
 The relevant statistics for the two operations have been included below.
 Applicable to the Fiscal Year Ended June 30,
 Doornkop South Reef
 2015
 2014
 2013
 A
     B
     B
     D
     E
 Inferred resources included in life-of-mine plan (Tons million)
    F
  ·
     ·
     G
  ·
     ·
 Excluding inferred resources (US$ million)
    Applicable to the Fiscal Year Ended June 30,
 Masimong
 2015
 2014
 2013
 A


35
 Masimong
 B
     B
     D
     E
 Inferred resources included in life-of-mine plan (Tons million)
    F
  ·
     ·
     G
  ·
     ·
 Excluding inferred resources (US$ million)
    Both the Masimong and Doornkop operations were restructured during fiscal 2015 to address the current low gold
 price and high input cost environment. At Masimong, orebody development has been scaled down and the expected life of mine has been shortened to three years in order to improve profitability by reducing costs and improving margins. At Doornkop, the new life-of-mine plan, with a lower rate of production has been shortened to 15 years and will focus on mining higher grade areas. The impact of the revised life-of-mine plans for Masimong and Doornkop are expected to only have an impact on the depreciation computations from fiscal 2016.
 Impairment of Property, Plant and Equipment
 We review and evaluate our mining assets for impairment when events or changes in circumstances indicate the
 related carrying amounts may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Each operating shaft, along with allocated common assets such as plants and administrative offices, is considered to be a cash generating unit as each shaft is largely independent ofthe cash flows of other shafts and assets.
 Future cash flows are estimated based on estimated quantities of recoverable minerals, expected commodity prices
 (considering current and historical prices, price trends and related factors), production levels and cash costs of production, capital and reclamation costs, all based on detailed life-of-mine plans. The significant assumptions in determining the future cash flows for each individual operating mine at June 30, 2015, apart from production cost and capitalized expenditure assumptions unique to each operation, included a gold price, silver price and exchange rate assumptions as follows:
 Fiscal year ended June 30, 2015
 Short term
 Medium
 term
 Long term
 US$ gold price per ounce ............................................................
 1,150
 1,180
 1,200
 US$ silver price per ounce...........................................................
 14.00
 14.50
 17.00
 Exchange rate (R/US$)................................................................
 12.17
 11.86
 11.66
 Exchange rate (PGK/US$)...........................................................
 2.75
 2.75
 2.75
 The term “recoverable minerals” refers to the estimated amount of gold that will be obtained from proved and
 probable reserves and related exploration stage mineral interests, except for other mine-related exploration potential and Greenfields exploration potential discussed separately below, after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. With the exception of other mine-related exploration potential and Greenfields exploration potential, estimates of future undiscounted cash flows are included on an area of interest basis, which generally represents an individual operating mine, even if the mines are included in a larger mine complex. In the case of mineral interests associated with other mine-related exploration potential and Greenfields exploration potential,


36
 cash flows and fair values are individually evaluated based primarily on recent exploration results and recent transactions involving sales of similar properties.
 “Gold mineral reserves”
 forecasted production schedules from proved and probable reserves. Additionally, gold prices, capital expenditure requirements and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proved and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. Assets classified as other mine-related exploration potential and Greenfields exploration potential have the highest level of risk that the carrying value of the asset can be ultimately realized, due to the still lowerlevel of geological confidence and economic modeling.
  impairment of US$12 million was recorded in fiscal 2014 and an impairment of assets of US$274 million was recorded in fiscal 2013. Material changes to any of these factors or assumptions discussed above could result in future impairment charges, particularly around future commodity price assumptions. A 10% decrease in commodity price assumptions atJune 30, 2015 would have resulted in an additional impairment at Phakisa of US$103 million, Doornkop of US$76 million and Hidden Valley of US$38 million. The decreases noted would have resulted in impairments at Target 1 of US$77 million, Target 3 of US$3 million, Tshepong of US$57 million (of which US$48 million is goodwill), Unisel of US$1 million and other Harmony assets of US$32.3 million.
 Carrying Value of Goodwill
  circumstances indicate that such carrying amount may no longer be recoverable. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Each operating shaft, along with allocated common assets such as plants and administrative offices, is considered to be a cash generating unit as each shaft is largely independent of the cash flows of other shafts and assets. To accomplish this, we compare the recoverable amounts of our cash generating units to their carrying amounts. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. If the carrying value of a cash generating unit were to exceed its recoverable amount at the time of the evaluation, an impairment loss is recognized by first reducing goodwill, and then the other assets in the cash generating unit on a pro rata basis. Assumptions underlying fair value estimates are subject to risks and uncertainties. If these assumptions change in the future, we may need to record impairment charges on goodwill not previously recorded.
  A 10% decrease in commodity price assumptions at June 30, 2015 would have resulted in impairment on goodwill of US$48 million at Tshepong. An impairment of US$123 million on goodwill relating to Phakisa was recorded in fiscal 2014. No impairment on goodwill was recorded during fiscal 2015 or fiscal 2013.
 Provision for environmental rehabilitation
  environment. Estimated long term environmental obligations, comprising pollution control, rehabilitation and mine closure, are based on the Group’s environmental management plans. Annual changes in the provision consist of finance costs relating to the change in the present value of the provision and inflationary increases in the provision estimate, as well as changes in estimates. The present value of environmental disturbances created is capitalized to mining assets against an increase in the rehabilitation provision. The rehabilitation asset is depreciated as discussed above. Rehabilitation projects undertaken, included in the estimates are charged to the provision as incurred. The cost of ongoing current programs to prevent and control pollution is charged against income as incurred.
 Deferred Taxes
  taxation expense. The tax rate calculated using the formula was capped to a maximum mining statutory rate of 34% for fiscal 2015, fiscal 2014 and fiscal 2013. Taxable income is determined after the deduction of qualifying mining capital expenditure to the extent that it does not result in an assessed loss. Excess capital expenditure is carried forward as unredeemed capital expenditure and is eligible for deduction in future periods, taking the assessed loss criteria into account. Further to this, mines are ring-fenced and are treated separately for tax purposes, with deductions only being available to be claimed against the mining income of the relevant ring-fenced mine.
 Income Taxes
 expected to apply to the period when the asset is realized or the liability is settled, and at our South African operations, such average tax rates are directly impacted by the profitability of the relevant ring-fenced mine. The deferred tax rate is


37
 therefore based on the current estimate of future profitability of an operation when temporary differences will reverse, based on tax rates and tax laws that have been enacted at balance sheet date.
  that operation. The life-of-mine plan is based on parameters such as the Group’s long term view of the US$ gold price and the Rand/US$ exchange rate, as well as the reserves declared for the operation. As some of these parameters are based on market indicators, they differ from one year to the next. In addition, the reserves may also increase or decrease based on updated or new geological information.
  Assessing recoverability of deferred tax assets requires management to make significant estimates related to expectation of future taxable income. Estimates of future taxable income are based on forecasted cash flows from operations, reversals of deferred tax liabilities and the application of existing tax laws in each jurisdiction. To the extent that futuretaxable income differs significantly from estimates, our ability to realize the net deferred tax assets recorded at the balance sheet date could be impacted. Additionally, future changes in tax laws in the jurisdictions in which we operate could limit our ability to obtain the future tax benefits represented by deferred tax assets recorded at the balance date.
  recognition of the impairment of property, plant and equipment at Hidden Valley. Harmony derecognized the deferred tax asset to the extent which future taxable profits were no longer probable. The full amount related to Australia of US$5 million was derecognized. Subsequent increases in the deferred tax asset will be recognized when future taxable profits are probable.
 Revenue
  price of gold. Historically, the price of gold has fluctuated widely. The gold price is affected by numerous factors over which we do not have control. See Item 3:“Key Information—Risk Factors—The profitability of our operations, and cash flows generated by those operations, are affected by changes in the price of gold. A fall in the gold price below our cash cost of production for any sustained period may lead to losses and require Harmony to curtail or suspend certain operations”.As a general rule, we sell our gold produced at market prices to obtain the maximum benefit from increases in the prevailing gold price and do not enter into hedging arrangements such as forward sales or derivatives that establish a price in advance for the sale of our future gold production.
   Harmony’s Realized Gold Price
  US$1,222 per ounce. The market price for gold (and, accordingly, the price received by us) is affected by numerous factors over which we have no control. See Item 3:“Key Information—Risk Factors—The profitability of our operations, and cash flows generated by those operations, are affected by changes in the price of gold. A fall in the gold price below our cash cost of production for any sustained period may lead to losses and require Harmony to curtail or suspend certain operations”.
   Fiscal Year Ended June 30,
 2015
 2014
 2013
 ($/oz)
              (1)
     (1)


38
 Costs
  of our total costs consists primarily of exploration costs, employment termination costs, corporate and sundry expenditure, and depreciation and amortization. Our cash costs consist primarily of production costs exclusive of depreciation and amortization. Production costs are incurred on labor, equipment, consumables and utilities. Labor costs are the largest component and typically comprise between 50% and 55% of our production costs.
  US$1,246 in fiscal 2015. The primary reason for the marginal increase in US dollar terms is the weakening of the Rand against the US dollar in fiscal 2015. This weakening of the Rand resulted in the Rand amounts being translated at a higher rate of R11.45 compared to R10.35 in fiscal 2014. The increase in gold ounces sold and decrease in capital expenditure were offset by the impact of increased labor and energy costs, as well as inflationary pressures on supply contracts.
  fiscal 2015, due to the impact of increased labor and energy costs, inflationary pressures on supply contracts and decrease in production volumes. Management continuously review costs at all operations, to ensure that costs are properly managed and within budget.
  dollar. See Item 5:“Operating and Financial Review and Prospects—Exchange Rates”.Appreciation of the Rand and other non-US currencies against the US dollar increases working costs at our operations when those costs are translated into US dollars. See Item 3:“Key Information—Risk Factors—Foreign exchange fluctuations could have a material adverse effect on Harmony’s operational results and financial condition”.
  fiscal 2015 compared to fiscal 2014. In the case of our International operations, the Australian dollar depreciated by 9%against the US dollar in fiscal 2015, while the Kina depreciated by 2% against the US dollar in fiscal 2015.
  within budget. However, it should be noted that there are risks beyond our control such as safety stoppages, which would result in production being negatively affected while certain costs would still be incurred. This is discussed in more detail in “Risk Factors—Given the nature of mining and the type of gold mines we operate, we face a material risk of liability, delays and increased cash costs of production from environmental and industrial accidents and pollution”and “—The nature of our mining operations presents safety risks”.
 Reconciliation of Non-GAAP Measures
   WGC
 sustaining costs” and “all in cost” non-GAAP measures, developed to create a better understanding of the overall costs associated with producing gold. Although Harmony is not a member of the WGC, we started disclosing all-in sustaining costs in the 2014 fiscal year (only for continuing operations). The all-in sustaining cost measure is an extension of the existing cash cost measure (refer below) and incorporates costs related to sustaining production.
  administrative costs, costs associated with movements in production inventories, ore stockpiles, as well as ongoing 
environmental rehabilitation costs, transfers for stripping activities and costs associated with royalties. Employee termination costs are included, however employee termination costs associated with major restructuring and shaft closures are excluded. The following costs are also included: local economic development (“LED”) expenditure for continuing operations, share-based payments for continuing operations, corporate costs, sustaining exploration costs and sustaining capital expenditure including ongoing capital development (“OCD”) expenditure and rehabilitation accretion and amortization for continuing operations. Gold ounces sold are used as the denominator in the all-in sustaining costs per ounce calculation.
  access ore to produce current mined reserves. Cash costs do not include capital development costs, which are incurred to allow access to the orebody for future mining operations and are capitalized and amortized when the relevant reserves are mined.
  costs, ore stockpiles, as well as ongoing environmental rehabilitation costs as well as transfers for stripping activities andcosts associated with royalties. Employee termination cost is included, however employee termination costs associated with major restructuring and shaft closures are excluded. The costs associated with movements in production inventories


39
 are excluded from total cash costs. Gold ounces produced are used as the denominator in the total cash costs per ounce calculation.
 Changes in all-in sustaining costs per ounce and cash costs per ounce are affected by operational performance, as
 well as changes in the currency exchange rate between the Rand and the US dollar and, in the case of the Papua New Guinean operations, the Kina. All-in sustaining costs, all-in sustaining costs per ounce, total cash costs and total cash costs per ounce are non-GAAP measures. All-in sustaining costs, all-in sustaining costs per ounce, total cash costs and total cash costs per ounce should not be considered by investors in isolation or as an alternative to production costs, cost of sales, or any other measure of financial performance calculated in accordance with IFRS. In addition, the calculation of all-in sustaining costs, all-in sustaining costs per ounce, total cash costs and total cash costs per ounce may vary from company to company and may not be comparable to other similarly titled measures of other companies. However, we believe that all-in sustaining costs per ounce and cash costs per ounce are useful indicators to investors and management of a mining company’s performance as they provide (1) an indication of the cash generating capacities of our mining operations, (2) the trends in all-in sustaining costs and cash costs as the Company’s operations mature, (3) a measure of a company’s performance, by comparison of cash costs per ounce to the spot price of gold and (4) an internal benchmark of performance to allow for comparison against other companies.
 While recognizing the importance of reducing all-in sustaining costs and cash costs, our chief focus is on
 controlling and, where possible, reducing total costs, including overhead costs. We aim to control total unit costs per ounce produced by maintaining our low total cost structure at our existing operations. We have been able to reduce total costs by implementing a management structure and philosophy that is focused on reducing management and administrative costs.
 The following is a reconciliation of total all-in sustaining costs from continuing operations only, as a non-GAAP
 measure, to the nearest comparable GAAP measure, cost of sales from continuing operations:
 Fiscal year ended June 30,
 2015
 2014
 2013
  Total cost of sales from continuing operations –
 under IFRS.......................................................
 1,645
 1,549
 1,829
 Depreciation and amortization expense................
 (212)
 (205)
 (223)
 Rehabilitation credit/(costs)..................................
 1
 (1)
 2
 Care and maintenance costs of restructured
 shafts................................................................
 (9)
 (6)
 (8)
 Employment termination and restructuring costs .
 (22)
 (26)
 (5)
 Share-based payments ..........................................
 (1)
 (11)
 (7)
 Impairment of assets.............................................
 (285)
 (135)
 (274)
 Other.....................................................................
 7
 —
 (4)
 LED costs .............................................................
 6
 8
 13
 Corporate, administration and other expenditure
 costs .................................................................
 26
 42
 46
 Exploration (sustaining) .......................................
 —
 1
 4
 Capital expenditure (OCD)...................................
 154
 151
 187
 Capital expenditure (Exploration, abnormal
 expenditure and shaft capital) ..........................
 65
 82
 151
 Total all-in sustaining costs from continuing
 operations ........................................................
 1,375
 1,449
 1,711
 Per ounce calculation:Ounces sold ..........................................................
 1,103,793
 1,166,682
 1,124,312
 Total all-in sustaining costs per ounce from
 continuing operations.......................................
 1,246
 1,242
 1,522


40
 Continuing operations
   Fiscal year ended June 30,
 2015
 2014
 2013
 (in $ millions, except for ounce amounts)
                                          Per ounce calculation:Ounces produced .......................................................
         Discontinued operations
   Fiscal year ended June 30,
 2015
 2014
 2013
 (in $ millions, except for ounce amounts)
   —
 —
   —
 —
   —
 —
   —
 —
   —
 —
   —
 —
   —
 —
  Per ounce calculation:Ounces produced ..................................................................
 —
 —
   —
 —
  Total Harmony — Continuing and discontinued operations
   Fiscal year ended June 30,
 2015
 2014
 2013
 (in $ millions, except for ounce amounts)
 Total cost of sales – under IFRS.....................................
 1,645
 1,549
 1,897
 Depreciation and amortization expense ..........................
 (216)
 (207)
 (227)
 Rehabilitation (costs)/credit............................................
 1
 (1)
 2
 Care and maintenance costs of restructured shafts..........
 (9)
 (6)
 (9)
 Employment termination and restructuring costs............
 (22)
 (26)
 (5)
 Share-based payments ....................................................
 (18)
 (26)
 (35)
 Impairment of assets .......................................................
 (285)
 (135)
 (274)
 Other...............................................................................
 7
 —
 (5)


41
 Fiscal year ended June 30,
 2015
 2014
 2013
 (in $ millions, except for ounce amounts)
 Gold inventory movement ..............................................
 (22)
 10
 21
 Total cash costs...............................................................
 1,081
 1,158
 1,365
 Per ounce calculation:Ounces produced ............................................................
 1,077,466
 1,171,987
 1,200,152
 Total cash costs per ounce ..............................................
 1,003
 988
 1,137
  Exchange Rates
   in Rand. Since gold is generally sold in US dollars, most of our revenues are received in US dollars. The average gold price received by us during fiscal 2015 decreased by US$77 per ounce to US$1,222 per ounce from US$1,299 per ounce during fiscal 2014. Appreciation of the Rand against the US dollar increases our US dollar working costs at our South African operations when those costs are translated into US dollars, which serves to reduce operating margins and net income from our South African operations. Depreciation of the Rand against the US dollar reduces these costs when they are translated into US dollars, which serves to increase operating margins and net income from our South African operations. Accordingly, strengthening of the Rand generally results in poorer earnings for us if there is not a similar increase in the gold price.
  over which we have no control. The conversion rate for balance sheet items as at June 30, 2015 is R12.16 per US$1.00, except for specific items within equity that are converted at the exchange rate prevailing on the date the transaction was entered into. This compares with a conversion rate of R10.61 per US$1.00 as at June 30, 2014, reflecting a depreciation of 15% of the Rand against the US dollar. Income statement items were converted at the average exchange rate for fiscal 2015 of R11.45 per US$1.00, reflecting a depreciation of 11% of the Rand against the US dollar when compared with fiscal 2014. Profit from discontinued operations included in the income statement in fiscal 2013 is translated from Rand to US dollars at the average exchange rate for the eight month period (R8.55 per US$1.00 for the period 1 July 2012 to 28 February 2013).
  US dollar decreased our working costs when translated into US dollars. Offsetting this decrease are increases in our labor costs as well as inflationary pressures on our consumables and energy costs, which served to decrease operating margins and net income reflected in our consolidated income statement for fiscal 2015. Appreciation of the Rand against the US dollar would cause an increase in our costs in US dollar terms. Similarly, at our International operations, appreciation of the Australia dollar or Kina against the US dollar would cause an increase in our costs in US dollar terms. See Item 3:“Key Information—Risk Factors—Foreign exchange fluctuations could have a material adverse effect on Harmony’s operational results and financial condition”.
  currency traded in the market to be ± 75 basis points (± 0.0075 PGK/US$ points) from the official interbank rate. This had the effect of strengthening the Kina by approximately 10% and the US$ equivalent of Kina denominated costs higher. The Bank of Papua New Guinea has weakened the Kina against the US$ by approximately 40 basis points per month in fiscal 2015. Since the introduction of the trading band the Kina has weakened by 13% against the US$ as at 30 June 2015. Should the trading band continue and depending on the level the exchange rate is set at, it could have a negative impact on the results of the Hidden Valley operation, as well as the cost of development at Golpu and other PNG exploration sites.
 Inflation
  2015, 6.6% at the end of fiscal 2014 and 5.5% in fiscal 2013. Working costs, especially wages, have increased considerably over the past several years resulting in significant cost pressures for the mining industry. In addition, the 
effect on inflation of the increase in electricity tariffs of 9.6% in fiscal 2013, 8% in fiscal 2014 and 12.7% in fiscal 2015together with an estimated increase of approximately 12.7% in fiscal 2016, will have a negative effect on the profitability of our operations.


42
    devaluation of the Rand and other non-US currencies and/or an increase in the price of gold. See Item 3: “Key Information—Risk Factors—Our operations may be negatively impacted by inflation”.
 South African Socio-Economic Environment
  to various economic, fiscal, monetary and political policies and factors that affect South African companies generally. See Item 3: “Key Information—Risk Factors—The socio-economic framework in the regions in which Harmony operates may have an adverse effect on its operations and profits”.
  in recent years, South African companies remain subject to restrictions on their ability to deploy capital outside of the Southern African Common Monetary Area. See Item 10: “Additional Information—Exchange Controls”.
    expenses relating to HDSA participation. We believe the biggest challenge will lie in maintaining these licenses, as we will have a responsibility in respect of human resource development, procurement and local economic development. We are unable, however, to provide a specific amount of what the estimated cost of compliance will be but we will continue to monitor these costs on an ongoing basis.
 Electricity in South Africa
    reliability, demand forecasting error and the shape of the load curve. The reserve margin is a deterministic criterion, which provides perhaps the simplest available measure of system security.
  (also referred to as load shedding) occurring at short notice, similar to the power interruptions and electricity supply shortages experienced in 2008. Eskom has increased the planned maintenance on its existing generating capacity which also contributes to the smaller reserve margin. South Africa’s electricity supply constraint has worsened, largely owing to inadequate maintenance of existing generating capacity and the absence of new project and plants to address increased consumer and industrial demand.
  20h00. Harmony participates voluntarily in the Eskom Demand response program to reduce their demand during the said periods. Various load clipping and load shifting projects were implemented by the South African operations to reduce the electricity demand during evening peaks. Load shifting is generally achieved by rescheduling the pumping to pumps water mainly outside of the evening peaks. Load clipping is achieved by reducing the compressed air demand during evening peak periods. Harmony also benefits financially from this as the Eskom tariffs are more expensive during that period. The risk of having power outages will be mainly limited to the evening peak periods in the current situation. This could change during summer months as the demand profile does not have the same evening peaks as during winter months, additional maintenance is scheduled for summer months hence reducing the reserve margin. Should there be major unplanned outages of Eskom generation capacity, it will be a country or sector problem and municipalities should be the first to have power outages.
  ·
 ·
 ·


43
 ·
  power from natural gas, with initial power expected to be available by 2020. Steps are also under way to switch Eskom’s open-cycle gas turbines from diesel to natural gas.
 ·
      France, China, South Korea and the US as it moves ahead with the procurement for its Nuclear Energy Programme. Adecision is due in March 2016.
 Tariffs
  Eskom. Energy is a significant and growing portion of our operating costs, given rising electricity tariffs. After an average increase of 22% in each of fiscal 2010, fiscal 2011 and fiscal 2012, tariffs rose by a further 9.6% in fiscal 2013 and 8% in fiscal 2014 and 12.69% in fiscal 2015. On October 3, 2014, NERSA announced the approval of the implementation plan of the Regulatory Clearing Account (“RCA”) balance for Eskom. This is a once-off recovery from standard tariff customers and other Eskom customer categories. The implementation of the second Multi-Year Determination RCA in 2015/2016 will result in an average tariff increase of 12.69% from the 8% approved in the third Multi-Year Determination decision of February 2013.
 Energy efficiency
  to reduce energy consumption. This includes demand-side management (“DSM”) strategies to reduce electricity consumption in peak periods; timing our pumping to coincide with cheaper off-peak periods, making more efficient use of Eskom tariffs that reward load-shifting, and improving the efficiency of pumping operations.
  40.66MW and energy savings of 345GWh since 2009. We have also committed to five DSM projects for 2016. The average evening peak load reduction will be 12MW and the anticipated energy savings will the 3,602MWh per month.
 Renewable energy
  ·
  ·
 development  of a solar park at Kalgold aims to develop solar capability to be fed into the Eskom electricity grid;
 ·
  ·
  See “Integrated Annual Report 2015—About Harmony—Social and ethics committee chairman’s report”on pages 22 to 24 and “Integrated Annual Report 2015—Harmony in Action—Environmental performance—”on pages 100 to 119.
 Results of Operations
 Years Ended June 30, 2015 and 2014
 Continuing Operations
 Revenues
  decrease can be attributed to a 6% decrease in the gold price received of US$1,222 per ounce for fiscal 2015, compared to US$1,299 per ounce for fiscal 2014 and a decrease in gold sold. Our gold sales decreased by 5%, from 1,166,682 ounces in 2014 to 1,103,793 ounces in 2015. The decrease in ounces can be attributed mainly to numerous productionstoppages at Kusasalethu, lower-than-expected recovered grade at Target 1 and a breakdown in the overland conveyor


44
 belt and planned maintenance at the metallurgical plant impacted production at Hidden Valley. Target 3 was placed on care and maintenance during fiscal 2015.
  increased by 15% from 82,530 in fiscal 2014 to 94,748 in fiscal 2015. The recovery grade and tons milled increased by 2% and 11% to 0.370 ounce per ton and 253,000 tons respectively in fiscal 2015 following the development and mining of the high grade shaft pillar.
  mainly a result of a 6% increase in tons milled from 636,000 tons in fiscal 2014 to 674,000 tons in fiscal 2015 as the operation continues to build up production.
    on care and maintenance during the December 2014 quarter following a sustained period of cash flow losses and significant capital expenditure required to sustain the operation.
  This can mainly be attributed to the 12.3% decrease in the recovery grade from 0.170 ounce per ton in fiscal 2014 to 0.149 ounces per ton in fiscal 2015. The grade in fiscal 2015 normalized following the higher recovered grade in fiscal 2014 and is in line with the life-of-mine recovery grade.
  is mainly due to the 9% decrease in volumes milled from 2,207,000 tons in fiscal 2014 to 2,012,000 tons in fiscal 2015. Hidden Valley’s operations were adversely impacted by breakdowns in the overland conveyor, a safety stoppage due to the fatality in December 2014 and scheduled maintenance at the metallurgical plant. Hidden Valley’s poor operational performance and the impact of low commodity prices and high input costs resulted in the restructuring of the operation.
  result of the decrease in the recovered grade by 9% from 0.118 ounces per ton in fiscal 2014 to 0.107 ounces per ton in fiscal 2015. To address the poor performance of the operation, Masimong was restructured in fiscal 2015 to improve profitability. Orebody development at Masimong has been significantly reduced and greater focus has been placed on mining higher grade areas.
  mainly due to safety stoppages, underground fires and illegal mining activities during fiscal 2015. During the first half of fiscal 2015, the life-of-mine of the operation was optimized by ensuring greater focus on profitable and higher grade areas. The optimization resulted in the abandonment of the unprofitable and lower grade areas of the mine. Levels 78 to 95, four of the existing 11 levels at Kusasalethu were abandoned. Volumes decreased by 21% to 1,001,000 tons, ounces produced decreased by 16% to 127,092 ounces, however, recovered grade increased by 6% to 0.127 ounce per ton in fiscal 2015.
 Cost of sales
   a) Production costs (cash costs/all-in sustaining costs)
 The following table sets out our total ounces produced and weighted average cash costs per ounce and total ounces sold and weighted average all-in sustaining costs per ounce for fiscal 2014 and fiscal 2015:
 Year Ended June 30, 2015
 Year Ended June 30, 2014
 Percentage
 (increase)/decrease
 Cash costs
 All-in sustaining
 costs
 Cash costs
 All-in sustaining
 costs
 Cash
 costs
 per
 ounce
 All-in
 sustaining
 costs per
 ounce
 (oz
 produced)
 ($/oz)
 (oz sold)
 ($/oz)
 (oz
 produced)
 ($/oz)
 (oz sold)
 ($/oz)
 South AfricaKusasalethu .......


45
 Year Ended June 30, 2015
 Year Ended June 30, 2014
 Percentage
 (increase)/decrease
 Cash costs
 All-in sustaining
 costs
 Cash costs
 All-in sustaining
 costs
 Cash
 costs
 per
 ounce
 All-in
 sustaining
 costs per
 ounce
 (oz
 produced)
 ($/oz)
 (oz sold)
 ($/oz)
 (oz
 produced)
 ($/oz)
 (oz sold)
 ($/oz)
                                                         (1)
                       InternationalHidden Valley
 (2)
             continuing operations .....
              The Target 3 operation was suspended and the mine placed on care and maintenance during the December 2014 quarter.
 (2)
 Cash costs and all-in sustaining costs would have been US$1,230 per ounce andUS$1,557 per ounce (2014: US$1,184 per ounce and US$1,438 per ounce) respectively had silver byproduct credits of US$16 million (2014: US$20 million) or US$169 per ounce produced, US$166 per ounce sold (2014: US$192 per ounce produced, US$191 per ounce sold) not been taken into account.
    per ounce in fiscal 2015. Cash costs per ounce vary with the working costs per ton (which are, in turn, affected by the number of tons processed) and grade of ore processed. Cash costs expressed in US dollars per ounce also vary with fluctuations in the Rand-US dollar exchange rate, because most of our working costs are incurred in Rand. Offsetting the depreciation of the Rand against the dollar in fiscal 2015 is the decrease in ounces produced and sold by 8% and 5%respectively (increase in the denominator in the per ounce calculation). Operating costs in Rand terms increased by 6%. The South African Rand depreciated by 11% against the US dollar when compared to fiscal 2014. Operating costs in Rand terms were affected mainly by an increase in costs on Kusasalethu, Tshepong, Target 1 and Hidden Valley where costs increased by 14%, 18%, 13% and 4%, respectively, year on year. Annual increases in labor costs as well as inflationary pressures on our consumables and increase in electricity tariffs also contributed towards  higher operating costs in fiscal 2015.
  ounce in fiscal 2015. The all-in sustaining cost per ounce decreased by 12% from US$1,574 per ounce in fiscal 2014 to US$1,382 per ounce in fiscal 2015. The decrease was mainly due to the increase in gold produced and ounces sold atDoornkop as production in fiscal 2014 was severely impacted by the safety stoppages in fiscal 2014 due to the underground fire in February 2014.
  ounce in fiscal 2015. The all-in sustaining cost per ounce decreased by 7% from US$1,463 per ounce in fiscal 2014 to US$1,364 per ounce in fiscal 2015. This was primarily due to an increase in ounces produced and sold as production continues to ramp up.
  ounce in fiscal 2015. The all-in sustaining cost per ounce decreased by 6% from US$797 per ounce in fiscal 2014 to US$752 per ounce in fiscal 2015. This was due to an increase in ounces produced and ounces sold as result of higher recovered grades at Bambanani as the production from mining the high grade pillar continues to ramp up.
  in fiscal 2015. The all-in sustaining cost per ounce increased by 16% from US$939 per ounce in fiscal 2014 to US$1,086 per ounce in fiscal 2015. The increase in the cash cost per ounce and all-in sustaining cost per ounce was mainly due to the decrease in gold produced and gold sold as the recovered grade reduced by 12% to 0.149 ounce per ton in fiscal 2015.


46
 US$1,615 per ounce in fiscal 2015. This was mainly due to the decrease in gold produced and gold sold as the operation was severely impacted by several stoppages during fiscal 2015.
  in fiscal 2015. The all-in sustaining cost per ounce increased by 8% from US$1,196 per ounce in fiscal 2014 to US$1,296 per ounce in fiscal 2015. The increase was mainly due to the decrease in gold produced and gold sold. Operations were impacted by a fatality in April 2015.
  per ounce in fiscal 2015. The all-in sustaining cost per ounce increased by 12%, from US$1,244 per ounce in fiscal 2014to US$1,395 per ounce in fiscal 2015. The increase was primarily due to the decrease in gold production owing to operational and safety stoppages during fiscal 2015.
 b) Depreciation and amortization
  2015 despite the 4% decrease in tons milled from 20,713,000 tons in fiscal 2014 to 19,919,000 tons in fiscal 2015. In Rand terms, there was an increase in depreciation and amortization expense of 15%. The increase in the depreciation and amortization in fiscal 2015 is mainly due to the revised useful lives and residual values of most of Harmony’s operations. The estimated quantities of economically recoverable proved and probable reserves reduced year-on-year from fiscal 2014 to fiscal 2015 following the annual life-of-mine reassessment conducted in fiscal 2014.`
 c) Employment termination and restructuring costs
  US$22 million in fiscal 2015. Costs in fiscal 2015 relate to the restructuring at Kusasalethu, Masimong and Hidden Valley. Target 3 was placed on care and maintenance and voluntary severance packages were offered to management in September 2014. For fiscal 2014, the costs relate to the completion of the restructuring programmes embarked on by the group’s South African operations and at Hidden Valley, both having started during fiscal 2013.
 d) Impairment of assets
  million in fiscal 2014. The charge in fiscal 2015 relates primarily to Hidden Valley, where a charge of US$174 million was recognized following a change in the life-of-mine plan during the annual planning process. Low US$ commodity prices and high operating costs resulted in the shortening of the life-of-mine of the operation. Stripping activities in the new plan have been significantly reduced, resulting in a decrease in the reserves to be mined and the lower recoverable amount at 30 June 2015.  An impairment of US$85 million was recognized for Doornkop following the decision to restructure Doornkop and the completion of the revised life-of-mine for the operation. The revised life-of-mine plan 
    includes lower production levels and focuses on higher grade areas.  The new plan resulted in a lower recoverable 
    amount. In addition, an impairment of US$23 million for Phakisa following the annual life-of-mine reassessment and 
    US$4 million for Freddies 9 was recognized as plans to develop the project further at this stage have been stopped. 
    The charge in fiscal 2014 relates primarily to Phakisa, where a charge of US$130 million was recognized.
 Exploration expenditure
  capitalizing the project exploration and evaluation expenditure for the Golpu project following the board approval of the Golpu prefeasibility study in December 2014.  The approval and progression to the final feasibility study stage, together 
with the reserves previously declared demonstrates the technical and commercial viability of the Golpu project.
 Loss on scrapping of assets
  African operations. The optimization ensured greater focus on mining profitable and higher grade areas at our operationsand therefore resulted in the abandonment of lower grade and unprofitable areas from the life-of-mine plan for certain of the operations.
  plans resulted in the derecognition of property, plant and equipment as no future economic benefits are expected from their use or disposal and a loss on scrapping of property, plant and equipment amounting to US$20 million and US$20 million was recorded for Kusasalethu and Masimong each. A loss of US$2 million was also recorded for Tshepong.


47
 Other expenses (net)
  primarily due to the foreign exchange translation loss relating to the translation of the US$ revolving credit facilities into Rand from US$15 million in fiscal 2014 to US$33 million in fiscal 2015. The Rand weakened by 15% from a closing rate of R10.61 in fiscal 2014 to R12.16 in fiscal 2015.
 Loss from associate
  accounted for the known inventory discrepancy at that date. Harmony recorded a further US$2 million against the loan to Rand Refinery for its share of the loss. The inventory discrepancy arose from the implementation of a new Enterprise Resource Planning System by Rand Refinery. Harmony recognized a loss of US$12 million in fiscal 2014 to account for its share of this discrepancy.
 Net gain on financial instruments
  deposits (“ELDs”) held by the environmental trusts, which are classified as fair value through profit or loss investments. The gain recognized on the ELDs in fiscal 2014 was US$16 million. The decrease in fiscal 2015 compared to fiscal 2014 is mainly due to the maturity of the existing ELDs.
 Income and mining taxes
   Income and mining tax
 2015
 2014
     subsidiaries as a whole. The most significant items causing the group’s income tax provision to differ from the mining statutory tax rate were there are no tax consequences relating to the impairment recorded on Hidden Valley, deferred tax assets not recognized which relates primarily to the Hidden Valley operation and the deferred tax credit resulting from the reduction in the average deferred tax rates at the South African operations mainly due to lower estimated profitabilityfollowing the completion of the updated life-of-mine plans.
  each ring-fenced mine when temporary differences will reverse. The future profitability of each ring-fenced mine, in turn, is determined by reference to the life-of-mine plan for that operation, which is based on parameters such as the Group’s long term view of the US$ gold price and the Rand/US$ exchange rate, as well as the reserves declared for the operation. As some of these parameters are based on market indicators, they differ from one year to the next. In addition, the reserves may also increase or decrease based on updated or new geological information. Changes in the future profitability of each ring-fenced mine impact the deferred tax rates used to recognize temporary differences at these operations. See “— Critical Accounting Policies and Estimates—Deferred taxes” above. The decrease in deferred tax on temporary differences due to changes in estimated effective tax rates results primarily from a decrease in the effective deferred tax rate at Freegold (includes the Bambanani, Joel, Phakisa and Tshepong operations) and Randfontein Estates(includes the Doornkop and Kusasalethu operations) . The deferred tax rate at Freegold decreased from 20.3% in fiscal 2014 to 16.7% in fiscal 2015 and Randfontein Estates decreased from 18.9% to 14.3%, both decreases mainly due to the lower estimated profitability.
 South Africa.
 African mining income tax is calculated on the basis of a formula that takes into account our total revenue and profits from, and capital expenditure for, mining operations in South Africa. 5% of total mining revenue is exempt from taxation in South Africa as a result of the application of the gold mining formula. The amount of revenue subject to taxation is calculated by deducting qualifying capital expenditures from taxable mining income. The amount by which taxable mining income exceeds 5% of mining revenue constitutes taxable mining income. We and our subsidiaries each make our own calculation of taxable income.
 Australia.
   recognized and taxed as a single entity. Under the consolidation rules all of the Australian subsidiary companies are treated as divisions of the Head Company, Harmony Gold Australia. As a result inter-company transactions between


48
 group members are generally ignored for tax purposes. This allows the group to transfer assets between group members without any tax consequences, and deems all tax losses to have been incurred by the Head Company of the group.
  would include any dividends on the shares of our Australian subsidiaries that are paid to us. In the case of dividend payments to non-residents, a 30% withholding tax applies. However, where the recipient of the dividend is a resident of a country with which Australia has concluded a double taxation agreement, the rate of withholding tax is generally limited to 15% (or in the case of South Africa 5% where the dividend is paid to a company which controls at least 10% of the Australian dividend paying company). Where dividends are fully franked, no withholding tax applies as an effective credit is allowed against any withholding tax otherwise payable, regardless of whether a double taxation agreement is in place. However, due to the tax profile of Harmony Gold Australia it is not expected to have any franking credits in the foreseeable future.
     PNG.
   it may be one of a number of projects carried on by the same company. In certain circumstances there is an ability to transfer the tax benefit obtained through exploration expenditure between projects and wholly-owned companies. Tax losses are generally quarantined and cannot be transferred between projects.
    generally deducted at 25% per annum on a diminishing value basis against project income, with the deduction being limited to the lesser of 25% of the diminished value or the income of the project for the year.
  Although PNG also imposes interest withholding tax on interest paid off-shore, the PNG Tax Act exempts interest paid to non-resident lenders from withholding tax where the PNG company is engaged in mining operations in PNG. These rates only apply once an entity has commenced mining and do not apply to entities at the exploration stage.
 Discontinued Operations
  Years Ended June 30, 2014 and 2013
 Continuing Operations
 Revenues
  decrease can mainly be attributed to a 19% decrease in the gold price received of US$1,299 per ounce for fiscal 2014, compared to US$1,603 per ounce for fiscal 2013.
  ounces can be attributed mainly to the build-up in production at Kusasalethu following the labor unrest in fiscal 2013 and an increase in production at Hidden Valley due to the commissioning of the crusher.
  began to return to normal production levels during the second half of fiscal 2014 after production was severely affected by labor unrest during fiscal 2013. As a result both volumes and recovered grade increased by 61% and 7% respectively.
  due to the 25% increase in the recovery grade from 0.290 ounces per ton in fiscal 2013 to 0.363, following the development and mining of the high grade shaft pillar.
  is mainly due the 14% increase in the recovery grade from 0.042 ounces per ton in fiscal 2013 to 0.048 ounces per ton in fiscal 2014. The restructuring and operational improvements, including the commissioning of the new crusher, aided the turn-around at Hidden Valley.


49
  mainly a result of an 8% increase in recovered grade to 0.150 ounces per ton in fiscal 2014. Tons milled increased by 13% from 565,000 tons in fiscal 2013 to 636,000 tons in fiscal 2014.
  This can mainly be attributed to the increased recovery grade from 0.161 ounce per ton in fiscal 2013 to 0.170 ounces per ton in fiscal 2014. Volumes milled increased by 8% from 790,000 tons in fiscal 2013 to 851,000 tons in fiscal 2014.
  to stoppages arising from the flooding of the shaft bottom. The recovered grade decreased from 0.154 ounces per ton in fiscal 2013 to 0.124 ounces per ton in fiscal 2014. Volumes milled decreased by 10% from 674,000 tons in fiscal 2013 to 604,000 tons in fiscal 2014.
  due to the safety stoppages as a result of the underground fire in February, 2014. Tons milled decreased by 27% from 1,112,000 tons in fiscal 2013 to 812,000 tons in fiscal 2014.
  a result of the decrease in volumes milled from 958,000 tons in fiscal 2013 to 739,000 tons in fiscal 2014. The recovered grade decreased by 2% from 0.121 ounces per ton in fiscal 2013 to 0.118 ounces per ton in fiscal 2014.
  result of a 7% decrease in recovery grade from 0.147 per ton in fiscal 2013 to 0.137 in fiscal 2014 and a 7% decrease in volumes milled from 355,000 tons in fiscal 2013 to 331,000 tons in fiscal 2014.
 Cost of sales
   a) Production costs (cash cost/all-in sustaining costs)
 The following table sets out our total ounces produced and weighted average cash costs per ounce and total ounces sold and weighted average all-in sustaining costs per ounce for fiscal 2013 and fiscal 2014:
 Year Ended June 30, 2014
 Year Ended June 30, 2013
 Percentage
 (increase)/decrease
 Cash costs
 All-in sustaining
 costs
 Cash costs
 All-in sustaining
 costs
 Cash
 costs
 per
 ounce
 All-in
 sustaining
 costs per
 ounce
 (oz
 produced)
 ($/oz)
 (oz sold)
 ($/oz)
 (oz
 produced)
 ($/oz)
 (oz sold)
 ($/oz)
 South AfricaKusasalethu...............
 150,916
 1,171
 145,673
 1,570
 88,093
 1,951
 86,742
 2,616
 40
 40
 Doornkop ..................
 83,687
 1,264
 84,653
 1,574
 116,738
 1,046
 114,135
 1,343
 (21)
 (17)
 Phakisa......................
 95,680
 1,079
 95,263
 1,463
 78,255
 1,428
 77,902
 1,937
 24
 24
 Tshepong...................
 135,772
 981
 135,161
 1,247
 133,554
 1,212
 132,944
 1,555
 19
 20
 Masimong .................
 87,385
 1,082
 87,064
 1,353
 116,256
 960
 115,679
 1,222
 (13)
 (11)
 Target 1.....................
 144,453
 702
 144,936
 939
 127,542
 842
 126,191
 1,193
 17
 21
 Bambanani ................
 95,424
 686
 95,165
 797
 66,970
 1,025
 66,359
 1,144
 33
 30
 Joel............................
 75,072
 885
 74,204
 1,019
 103,782
 729
 102,625
 890
 (21)
 (14)
 Unisel........................
 59,093
 981
 58,964
 1,196
 58,289
 1,111
 58,000
 1,370
 12
 13
 Target 3.....................
 45,429
 1,185
 45,301
 1,514
 52,277
 1,116
 51,859
 1,477
 (6)
 (3)
 Other – surface..........
 93,236
 1,018
 93,976
 1,095
 110,534
 1,073
 107,577
 1,172
 5
 7
 InternationalHidden Valley
 (1)
 ........
 105,840
 991
 106,322
 1,244
 85,007
 1,533
 84,299
 2,711
 35
 54
 Total continuing
 operations............
 1,171,987
 1,166,682
 1,137,297
 1,124,312
 Weighted average......
 988
 1,242
 1,146
 1,522
 14
 18
  US$1,827 per ounce and US$3,032 per ounce) respectively had silver byproduct credits of US$20 million (2013: US$25 million) or US$192 per ounce produced, US$191 per ounce sold (2013: US$294 per ounce produced, US$297 per ounce sold) not been taken into account.


50
 (which are, in turn, affected by the number of tons processed) and grade of ore processed. Cash costs expressed in US dollars per ounce also vary with fluctuations in the Rand-US dollar exchange rate, because most of our working costs are incurred in Rand. The reduction in cash cost per ounce and all-in sustaining cost per ounce was largely due to the depreciation of the Rand against the dollar in fiscal 2014 and the increase in ounces produced and sold by 3% and 4% respectively (increase in the denominator in the per ounce calculation). Operating costs in Rand terms increased by 5%. The South African Rand depreciated by 17% against the US dollar when compared to fiscal 2013. Operating costs in Rand terms were affected mainly by an increase in costs on Kusasalethu, Target 1, Bambanani and Phakisa where costs rose by 18%, 12%, 15% and 8%, respectively, year-on-year as production increased. Annual increases in labor cost of 6% and 8% as well as inflationary pressures on our consumables and energy costs of 7% and 8% respectively were also contributors towards a higher operating cost.
  per ounce in fiscal 2014. The all-in sustaining cost per ounce decreased by 40% from US$2,616 per ounce in fiscal 2013 to US$1,570 per ounce in fiscal 2014. This was mainly due to the shaft returning to normal production levels during the second half of fiscal 2014 after production was severely affected by labor unrest during fiscal 2013.
  per ounce in fiscal 2014. The all-in sustaining cost per ounce decreased by 54%, from US$2,711 per ounce in fiscal 2013 to US$1,244 per ounce in fiscal 2014. The decrease was primarily due to the completion of the project to upgrade the crusher and the over-land conveyor in fiscal 2014, which resulted in a decrease in total cash costs and increase in production.
  ounce in fiscal 2014. The all-in sustaining cost per ounce decreased by 30% from US$1,144 per ounce in fiscal 2013 to US$797 per ounce in fiscal 2014. This was due to an increase in ounces produced and ounces sold as result of higher recovered grades at Bambanani as the production from mining the high grade pillar continues to ramp up.
  ounce in fiscal 2014. The all-in sustaining cost per ounce decreased by 24% from US$1,937 per ounce in fiscal 2013 to US$1,463 per ounce in fiscal 2014. This was primarily due to an increase in ounces produced and sold as production continues to ramp up and the ventilation issues that halted production in fiscal 2013 was resolved in fiscal 2014.
  ounce in fiscal 2014. The all-in sustaining cost per ounce increased by 17% from US$1,343 per ounce in fiscal 2013 to US$1,574 per ounce in fiscal 2014. The increase was mainly due to the decrease in production as a result of safety stoppages following the underground fire in February 2014 and delays relating to blockages caused by the fire in the higher grade areas.
  fiscal 2014. The all-in sustaining cost per ounce increased by 14% from US$890 per ounce in fiscal 2013 to US$1,019 per ounce in fiscal 2014. The increase was mainly due to the decrease in production as a result of stoppages relating to the flooding of the shaft bottom in fiscal 2014.
  ounce in fiscal 2014. The all-in sustaining cost per ounce increased by 11% from US$1,222 per ounce in fiscal 2013 to US$1,353 per ounce in fiscal 2014. The increase was mainly due to the decrease in production at the shaft.
 b) Depreciation and amortization
  2014. The primary reason for the decrease in US dollar terms is the weakening of the Rand against the US dollar in fiscal 2014. This weakening of the Rand resulted in the Rand amounts being translated at a higher rate of R10.35 compared to R8.82 in fiscal 2013. In Rand terms, there was an increase in depreciation and amortization expense of 7%. Tons milled increased by 2% from 20,259,000 tons in fiscal 2013 to 20,713,000 tons in fiscal 2014. Depreciation at Kusasalethu increased by US$3 million or 10% in fiscal 2014, primarily due to the increase in tons milled from 784,000 in fiscal 2013 to 1,260,000 in fiscal 2014. Depreciation increased at Tshepong by US$5 million, at Phakisa by US$6 million and at Hidden Valley by US$7 million due to the increase in tons mined.
 c) Employment termination and restructuring costs
  US$26 million in fiscal 2014. The costs in fiscal 2014 relate to the restructuring at Hidden Valley and the voluntary severance package program in South Africa which was conducted in fiscal 2014 in order to reduce costs. This program was concluded in June 2014.
 d) (Impairment)/reversal of impairment of assets


51
  million in fiscal 2013. The charge in fiscal 2014 relates primarily to Phakisa, where a charge of US$130 million was recognized following a change in the life-of-mine plan during the annual planning process. The change resulted after the completion of a feasibility study in the current year on the proposed decline shaft, which showed significant additional capital requirements. It was therefore decided not to proceed with the sinking of the decline shaft. The exclusion of the decline shaft from the life-of-mine plan resulted in a decrease in the reserves of Phakisa of two million ounces. In addition, an impairment of US$3 million for Steyn 2 (included in the Bambanani segment) and US$2 million for St Helena was recognized following the decision not to mine these operations in future. The charge in fiscal 2013 relates primarily to Hidden Valley, where a charge of US$268 million was recognized.
 Exploration expenditure
   Other expenses (net)
 Other expenses decreased from US$40 million to US$20 million in fiscal 2014. The decrease is primarily due to the reduced foreign exchange translation loss relating to the translation of the US$ syndicated revolving credit facility into Rand from US$40 million in fiscal 2013 to US$15 million in fiscal 2014.
 Loss from associate
  Harmony, following the inventory discrepancy arising from the implementation of a new Enterprise Resource Planning System by Rand Refinery. Harmony has recognized a loss of US$12 million in fiscal 2014 to account for its share of this discrepancy.
 Profit on disposal/(impairment) of investments
 Sibanye
 million in fiscal 2014. The accumulated gain of US$1.3 million recognized in equity during the year was reclassified to the income statement, offsetting the impairment recognized during the year, resulting in a profit on disposal. During fiscal 2013, an impairment of US$10 million was recognized on the investment in Wits Gold, following the assessment by management at June 30, 2012 that the investment had suffered a permanent decline.
 Net gain on financial instruments
  the environmental trusts, which are classified as fair value through profit or loss investments. The gain recognized on the ELDs in fiscal 2013 was US$20 million.
 Income and mining taxes
   Income and mining tax
 2014
 2013
     subsidiaries as a whole. The most significant items causing the group’s income tax provision to differ from the mining statutory tax rate were there are no tax consequences relating to the impairment of goodwill recorded on Phakisa, deferred tax assets not recognized which relates primarily to the Hidden Valley operation and the deferred tax credit resulting from the reduction in the average deferred tax rates at the South African operations mainly due to lower estimated profitability.
  each ring-fenced mine when temporary differences will reverse. The future profitability of each ring-fenced mine, in turn, is determined by reference to the life-of-mine plan for that operation, which is based on parameters such as the Group’s long term view of the US$ gold price and the Rand/US$ exchange rate, as well as the reserves declared for the operation. As some of these parameters are based on market indicators, they differ from one year to the next. In addition, the reserves may also increase or decrease based on updated or new geological information. Changes in the future profitability of each ring-fenced mine impact the deferred tax rates used to recognize temporary differences at these operations. See “— Critical Accounting Policies and Estimates—Deferred taxes” above. The decrease in deferred tax on temporary differences due to changes in estimated effective tax rates results primarily from a decrease in the effective deferred tax rate at Freegold (includes the Bambanani, Joel, Phakisa and Tshepong operations) and Harmony (includes


52
 the Masimong, Unisel and Other surface operations). The deferred tax rate at Freegold decreased from 22.9% in fiscal 2013 to 20.3% in fiscal 2014 and Harmony decreased from 26.4% to 13.4%, both decreases mainly due to the lower estimated profitability.
 South Africa.
 African mining income tax is calculated on the basis of a formula that takes into account our total revenue and profits from, and capital expenditure for, mining operations in South Africa. 5% of total mining revenue is exempt from taxation in South Africa as a result of the application of the gold mining formula. The amount of revenue subject to taxation is calculated by deducting qualifying capital expenditures from taxable mining income. The amount by which taxable mining income exceeds 5% of mining revenue constitutes taxable mining income. We and our subsidiaries each make our own calculation of taxable income.
 Australia.
   recognized and taxed as a single entity. Under the consolidation rules all of the Australian subsidiary companies are treated as divisions of the Head Company, Harmony Gold Australia. As a result inter-company transactions between group members are generally ignored for tax purposes. This allows the group to transfer assets between group members without any tax consequences, and deems all tax losses to have been incurred by the Head Company of the group.
  would include any dividends on the shares of our Australian subsidiaries that are paid to us. In the case of dividend payments to non-residents, a 30% withholding tax applies. However, where the recipient of the dividend is a resident of a country with which Australia has concluded a double taxation agreement, the rate of withholding tax is generally limited to 15% (or in the case of South Africa 5% where the dividend is paid to a company which controls at least 10% of the Australian dividend paying company). Where dividends are fully franked, no withholding tax applies as an effective credit is allowed against any withholding tax otherwise payable, regardless of whether a double taxation agreement is in place. However, due to the tax profile of Harmony Gold Australia it is not expected to have any franking credits in the foreseeable future.
     PNG.
   it may be one of a number of projects carried on by the same company. In certain circumstances there is an ability to transfer the tax benefit obtained through exploration expenditure between projects and wholly-owned companies. Tax losses are generally quarantined and cannot be transferred between projects.
    generally deducted at 25% per annum on a diminishing value basis against project income, with the deduction being limited to the lesser of 25% of the diminished value or the income of the project for the year.
  Although PNG also imposes interest withholding tax on interest paid off-shore, the PNG Tax Act exempts interest paid to non-resident lenders from withholding tax where the PNG company is engaged in mining operations in PNG. These rates only apply once an entity has commenced mining and do not apply to entities at the exploration stage.
 Discontinued Operations
   Continuing and discontinued operations
 Net (loss)/profit


53
 Other Financial Information
 Export Sales
  is owned by a consortium of the major gold producers in South Africa and Harmony holds a 10.38% interest at June 30, 2015. All of our gold produced in PNG in those periods was sold to The Perth Mint Australia, a Perth-based refinery.
 Recent Developments
 “Information on the Company—History and Development of the Company—Recent Developments—
 Developments since June 30, 2015.
 B. LIQUIDITY AND CAPITAL RESOURCES
  our subsidiaries to transfer funds to us. We have generally funded our operations and our short-term and long-term liquidity requirements from: (i) cash generated from operations; (ii) credit facilities and other borrowings; and (iii) sales of equity securities.
 Fiscal year ended June 30,
 2015
 2014
 2013
 ($ in millions)
                     Operations
  dollar exchange rate, cash costs per ounce and, in the case of the International operations, the Australian dollar and Kina versus US dollar exchange rate. A significant adverse change in one or more of these parameters could materially reduce cash provided by operations as a source of liquidity.
  This was mainly due to the decrease in revenue which is attributable to the decrease in gold sold in fiscal 2015, increases in production costs due to increases in labor, materials and electricity and other inflationary pressures in fiscal 2015.
 Investing
  fiscal 2014. Additions to property, plant and equipment were US$246 million in fiscal 2015 compared with US$254million in fiscal 2014.
 Financing
    drawn down respectively on the Nedbank Rand and US dollar revolving credit facilities. Loan repayments in fiscal 2015amounted to US$65 million (2014: US$44 million). No dividends were paid in fiscal 2014 and 2015.
 Outstanding Credit Facilities and Other Borrowings
  R1,300 million (US$126 million). Interest accrues on a day-to-day basis over the term of the loan at a variable interest rate. In January 2015, R400 million (US$35 million) was drawn down. At June 30, 2015, the remaining R900 million (US$74 million) on this facility is available until December 2016.


54
  and Barclays Bank Plc, comprising a revolving credit facility of up to US$250 million. All conditions precedent were met during February 2015 and US$205 million was drawn down to repay the syndicated revolving credit facility,
resulting in a net cash outflow of US$65 million. The remaining US$45 million was drawn down during May 2015. Interest accrues on a day-to-day basis over the term of the loan at a variable interest rate. The facility is repayable on maturity during February 2018.
   ·
  1
  ·
  2
   ·
  3
  1
 EBITDA as defined in the agreement excludes unusual items such as impairment and restructuring cost.
 2
 Tangible Net Worth is defined as total equity less intangible assets.
 3
 Leverage is defined as total net debt to EBITDA.
  Recently Retired Credit Facilities and Other Borrowings
  (acting through its Rand Merchant Bank division) (syndicate), comprising a US$300 million syndicated revolving credit facility. The facility was utilized to fund exploration project in PNG. Interest at LIBOR plus 260 basis points, was paid quarterly. The syndicated revolving credit facility was repayable after three years. The outstanding amount on the syndicated revolving credit facility was settled in February 2016 by drawing against the new facility entered into on December 22, 2014.
 Capital Expenditures
  expenditures for each operation are found in “Integrated Annual Report 2015—Harmony in Action—Operational performance”on page 124.We currently expect that our planned operating capital expenditures will be financed from operations, including use of our current facilities, as described in “—Outstanding Credit Facilities and Other Borrowings” above, and new borrowings as needed.
  $’million
  (1)
     Total
  (1)
  Working Capital and Anticipated Financing Needs
  existing cash on hand, are sufficient to meet our present working capital needs. The South African operations are generally expected to fund their capital internally. The Golpu project in PNG is, however, expected to require additional capital expenditure over the next three to six years to complete construction, most of which will be funded from cash generated by operations and the balance by debt which. We may also consider other options or structures to finance Golpu. For more information on our planned capital expenditures, see “—Capital Expenditure” above. Also see “Item 3: “Risk Factors—To maintain gold production beyond the expected lives of Harmony’s existing mines or to increase production materially above projected levels, Harmony will need to access additional reserves through exploration or discovery”. Our board believes that we will have access to adequate financing on reasonable terms given our cash-based operations and modest leverage. Our ability to generate cash from operations could, however, be materially adversely affected by increases in cash costs, decreases in production, decreases in the price of gold and appreciation of the Rand and other non-US$ currencies against the US dollar. In addition, South African companies are subject to significant


55
 exchange control limitations, which may impair our ability to fund overseas operations or guarantee credit facilities entered into by overseas subsidiaries. See Item 10: “Additional Information—Exchange Controls”.
  ·
 “—Harmony in Action—Operational performance—Outlook for FY16
  D. TREND INFORMATION
  ·
 “—Harmony in Action—Operational performance
  E. OFF-BALANCE SHEET ARRANGEMENTS
  This amount at June 30, 2015 is due within 12 months. Contractual obligations in respect of mineral tenement leases in PNG amount to US$57 million at June 30, 2015.
 F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
   Contractual Obligations on the Balance Sheet
  Payments Due by Period
 Total
 ($’million)
 Less Than 12
 Months July 1,
 2015 to
 June 30, 2016
 ($’million)
 12-36 Months
 July 1, 2016
 to June 30,
 2018
 ($’million)
 36-60 Months
 July 1, 2018
 To June 30,
 2020
 ($’million)
 After 60
 Months
 Subsequent
 June 30, 2020
 ($’million)
  (1)
        (2)
        (3)
        (4)
       Total contractual obligations
      (1)
 See Item 5: “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Outstanding Credit Facilities and Other Borrowings”.
 (2)
 This liability relates to the Sibanye Beatrix ground swap royalty provision. See note 27 to our consolidated financial statements set forth beginning on page F-1.
 (3)
 This liability relates to post-retirement medical benefits of Freegold employees at the time of acquisition as well as for former employees who retired prior to December 31, 1996 and is based on actuarial valuations conducted during fiscal 2015.
 (4)
 We make provision for environmental rehabilitation costs and related liabilities based on management’s interpretations of current environmental and regulatory requirements. See Item 5: “Operating and Financial Review and Prospects—Critical Accounting Policies—Provision for environmental rehabilitation”.


56
 Commercial Commitments
  Amount of Commitments Expiring by Period
 Total
 ($’million)
 Less Than 12
 Months July 1,
 2015 to
 June 30, 2016
 ($’million)
 12-36 Months
 July 1, 2016
 to June 30,
 2018
 ($’million)
 36-60 Months
 July 1, 2018
 To June 30,
 2020
 ($’million)
 After 60
 Months
 Subsequent
 June 30, 2020
 ($’million)
  (1)
        (2)
       Total commitments expiring by
 period
      (1)
  (2)
 Capital commitments consist only of amounts committed to external suppliers, although a total of US$21 million has been approved by the board for capital expenditures.
 G. SAFE HARBOR
 “Cautionary statement about forward-looking statements”
  ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. DIRECTORS AND SENIOR MANAGEMENT
  ·
 “—About Harmony—Board and management”
  B. COMPENSATION
  ·
 “—Governing Harmony—Remuneration report”
  C. BOARD PRACTICES
  ·
 ·
 ·
 “—Governing Harmony—Corporate governance”
 “—Governing Harmony—Remuneration report”
 “—Governing Harmony—Audit and risk committee chairman’s report”
  D. EMPLOYEES
  ·
 “—Harmony in Action—Employees and communities”
  E. SHARE OWNERSHIP
  ·
 “—Governing Harmony—Remuneration report”


57
 ·
 “—Additional information—Shareholder information”
  ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. MAJOR SHAREHOLDERS
  issued share capital consisted of 436,189,392 ordinary shares. To our knowledge, (A) we are not directly or indirectly owned or controlled: (i) by another corporation; or (ii) by any foreign government, and (B) there are no arrangements (including any announced or expected takeover bid), the operation of which may at a subsequent date result in a change in our control.
    Related Party Transactions
  Holder
 Number of Shares
 Percentage
 (1)
    (3)
    (2)(3)
    (3) (4)
    (3)
    (3)(5)
    (1)
 Deutsche Bank Trust Company Americas has acted as the depositary (“Depositary”) with respect to the ADSs evidenced by ADRs as of October 10, 2011 . Holding disclosed represents outstanding ADRs on October 16, 2015.
 (2)
  (3)
  (4)
  (5)
  B. RELATED PARTY TRANSACTIONS
  ·
 “—Governing Harmony—Directors’ report”
 of the Integrated Annual Report 2015 is incorporated herein by reference.  Also see note 20 “Investments in Associates”note 21 “Investment in Joint Operations”of our consolidated financial statements, set forth beginning on page F-1.
 C. INTERESTS OF EXPERTS AND COUNSEL
  ITEM 8. FINANCIAL INFORMATION
 A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
 “Financial Statements and Item 3: “Key Information—Selected Financial Data”


58
 Legal Proceedings
  claims and legal and arbitration proceedings incidental to the normal conduct of our business, such as the ones described below.
 Silicosis (and other occupational diseases)
 AngloGold Ashanti court case
  Mankayi v AngloGold Ashanti Limited regarding litigation in terms of the Occupational Diseases in Mines and Works 
Act (ODIMWA). The judgment allows claimants, such as Mr Mankayi, to institute action against their current and former employers for damages suffered as a result of them contracting occupational diseases which result from their exposure to harmful quantities of dust whilst they were employed at a controlled mine as referred to in ODIMWA. In this regard, should anyone bring similar claims against Harmony in future, those claimants would need to prove that silicosis, as an example, was contracted whilst in the employ of the company and that it was contracted due to negligence on the company’s part to provide a safe and healthy working environment.   The link between the cause (negligence by the company in exposing the claimant to harmful quantities of dust whilst in its employ) and the effect (the silicosis) will be an essential part of any case.
 South Africa class action
  terms of which three former employees made application to the South Gauteng High Court to certify a class for purposes of instituting a class action against the Harmony group. In essence, the applicants want the court to declare them as suitable members to represent a class of current and former mineworkers for purposes of instituting a class action for certain relief and to obtain directions from the court as to what procedure to follow in pursuing the relief required againstthe Harmony group.
    (collectively the respondents), was served with another application to certify two classes of persons representing a class of current and former mine workers who work or have worked on gold mines owned and/or controlled by the respondents and who allegedly contracted silicosis and/or other occupational lung diseases, and another class of dependents of mine workers who have died of silicosis and who worked on gold mines owned and/or controlled by the respondents. The Harmony group opposed both applications and instructed its attorneys to defend the application.
  overlap between the application of August 23, 2012 and the application of January 8, 2013.  After deliberation between the respondents’ attorneys and the applicants’ attorneys, it was resolved that the applicants’ attorneys will consolidate the two applications, together with three other similar applications.  The applicants' attorneys delivered an amended application for consideration by the respondents. On October 17, 2013, the five certification applications were consolidated by order of court. It was agreed between the parties that the respondents have until May 30, 2014 to answer the allegations made in the consolidated class certification application, and to state reasons why a class or classes should not be certified.
  application.  On September 15, 2014, the applicants’ attorneys delivered their replying affidavit to the answering affidavit.  The applicants’ attorneys have also joined further applicants to the present proceedings and amended the relief sought against the gold mining companies on a number of occasions.
  organizations) (applicants) brought a formal application to the consolidated class certification application to be admitted as amici curiae (i.e. friends of the court). On August 28, 2015, the applicants were admitted as amici curiae. However, at the certification application enrolled for hearing between October 12, 2015 and October 23, 2015, they may only present legal submissions as to whether a certification of a class action should be granted or not.
 Silicosis court case
  behalf of an employee. The plaintiff is claiming US$2.1 million in damages plus interest from Harmony and one of its subsidiaries, and another gold mining group of companies. The plaintiff alleges to have contracted silicosis with progressive massive fibrosis during the course of his employment. At this stage, and in the absence of a court decision on


59
 this matter, it is not yet certain as to whether the company will incur any costs (except legal fees) related to the above claim.
 Due to the limited information available on the above claims and potential other claims, and the uncertainty of the outcome of the consolidated class certification application, no costs estimation can as yet be made for the possible obligation.
 Watut River damage claims
  to the Watut River (which runs adjacent to the Hidden Valley mine), alleged to have been caused by waste rock and overburden run-off from the mine. The damages sought by the plaintiffs were not specified. The defendants intend to defend the claims. No active steps have been taken by the plaintiffs in this proceeding for more than two years. It is not practicable to make any reasonable assessment of the prospects of the plaintiffs succeeding should they proceed with these claims, nor the potential liability of the defendants if the plaintiffs were to succeed. As a result, no provision has 
been recognized in the financial statements for this matter.
 US class action
  defendant in a lawsuit filed in the US District Court in the Southern District of New York on behalf of certain purchasers and sellers of Harmony’s American Depositary Receipts (ADRs) and options with regards to certain of its business practices. Harmony retained legal counsel. The company reached a mutually acceptable settlement with the plaintiff class and this settlement was found to be fair and reasonable and was approved by the United States District Court in November 2011. A single class member filed an appeal of the District Court’s order approving the settlement. That appeal resulted in the United States Court of Appeals for the Second Circuit affirming the decision of the District Court on more than one occasion. The objecting plaintiff requested that the United States Supreme Court review the decision of the Second Circuit. Following the denial of the request for review of the case by the Supreme Court in May 2014, the case has been concluded. The distribution of the settlement amount, held in escrow, to the plaintiff class of the lawsuit filed in the United States of America was completed during the 2015 financial year. From both legal and accounting perspectives, the matter is now concluded.
 B. SIGNIFICANT CHANGES
   ITEM 9 THE OFFER AND LISTING
 A. OFFER AND LISTING DETAILS
  ·
 “—Additional Information—Shareholder information”
    Harmony
 Ordinary Shares
 (Rand per
 Ordinary Share)
 High
 Low
 Fiscal year ended June 30, 2011
    Fiscal year ended June 30, 2012


60
 Harmony
 Ordinary Shares
 (Rand per
 Ordinary Share)
 High
 Low
          Fiscal year ended June 30, 2013
                Fiscal year ended June 30, 2014
                Fiscal year ended June 30, 2015
                NYSE
 Harmony ADRs
 ($ per ADR)
 High
 Low
 Fiscal year ended June 30, 2011
    Fiscal year ended June 30, 2012


61
 NYSE
 Harmony ADRs
 ($ per ADR)
 High
 Low
                Fiscal year ended June 30, 2013
                Fiscal year ended June 30, 2014
                Fiscal year ended June 30, 2015
              B. PLAN OF DISTRIBUTION
  C. MARKETS
  ·
 “—Additional Information—Shareholder information”
  The Securities Exchange in South Africa


62
  leadership role in the continent, supporting South Africa’s role as the African financial hub. It is also recognized as a leading exchange in the global resources sector.
  markets: equities, which includes a primary and secondary board, equity derivatives, agricultural derivatives and interest rate instruments. The JSE is one of the top 20 exchanges in the world in terms of market capitalization. The market capitalization of the JSE equities market was R11,925 billion (US$982 billion) at June 30, 2015. The mining market capitalization was R1,920 billion (US$158 billion) at June 30, 2015, 16% of the overall JSE market capitalization and constituted 13% in terms of value traded.
 Strate Settlement
 CSD
 controlled and non-controlled. A controlled client is one who elects to keep his shares and cash with his broker and these shares are held in custody at the broker’s chosen Custodian Bank, the CSD Participant (“CSDP”). A non-controlled client is one who appoints his own CSDP to act as custodian on his behalf. Equity settlements take place on a contractual T+5 (where T= trade date) settlement cycle. Securities and funds become due for settlement five business days after the trade. Contractual settlement is a market convention embodied in the rules of the JSE which states that a client has a contractual obligation to cause a JSE trade to settle on settlement day. The JSE, in its capacity as Settlement Authority, ensures that all on-market trades entered into by two JSE member firms settle five days after the trade date. There is currently a market-wide project underway to reduce the settlement cycle to three days after the trade date.
 D. SELLING SHAREHOLDERS
  E. DILUTION
  F. EXPENSES OF THE ISSUE
  ITEM 10. ADDITIONAL INFORMATION
 A. SHARE CAPITAL
  ·
 “—Additional Information—Shareholder information”
  B. MEMORANDUM OF INCORPORATION
  the fiscal year ended June 30, 2014 which was filed with the SEC on October 23, 2014, is available on the SEC’s website
  and is incorporated herein by reference.
 C. MATERIAL CONTRACTS
  other than in the ordinary course of its business, during the two years immediately preceding the publication of this 
  document.
 D. EXCHANGE CONTROLS
 Introduction
    from a Common Monetary Area member, consisting of South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland. Transactions between South African residents (including corporations) and foreigners are subject to these exchange controls, which are administered by the Financial Surveillance Department of the South African 
Reserve Bank (“SARB”)


63
  residents. Following the initial reforms, ongoing relaxations have been introduced with the aim of achieving a macroprudential risk based approach to the management of foreign exchange. The reforms are being made to, among other things, enable international firms to make investments through South Africa to the rest of Africa and to further enhance opportunities for offshore portfolio diversification for resident investors. In addition, the relaxations have also significantly raised the size of the discretionary allowances available to residents for overseas transactions.
  substantial discretionary powers in approving or rejecting the applications that fall outside the authority granted to authorized dealers.
  time, however, the government has previously announced most changes during the annual budget statement in February. It is not possible to predict whether existing exchange controls will be changed by the South African government in the future. Even though the trend in recent years has been the continued gradual relaxation of the exchange controls, this may change given the current volatility in international markets.
 Government Regulatory Considerations
 Shares
  through normal banking channels against settlement in foreign currency or Rand from a non-resident rand account. A foreign investor may also sell his or her share investment in a South African company and transfer the proceeds out of South Africa without restriction. However, when the company is not listed on the JSE, the SARB must be satisfied that the sale price of any shares reflects fair market value.
  outside the Common Monetary Area between non-residents of the Common Monetary Area. No prior SARB approval is required for the transfer of proceeds to South Africa, in respect of shares listed on the JSE, provided these funds enter the country through the normal banking channels. In addition, the proceeds from the sale of ordinary shares on the JSE on behalf of those holders of ordinary shares who are not residents of the Common Monetary Area are freely remittable to those holders. Share certificates and warrant certificates held by non-residents will be endorsed with the words “non-resident.”
 Loans
  and the repatriation of dividends, interest and royalties by us will be regulated by the Exchange Control Department of the SARB. If a foreign investor wishes to lend capital to a South African company, the prior approval of the SARB must be sought mainly in respect of the interest rate and terms of repayment applicable to such loan.
  received prior approval from the SARB.  However, this rate may be reduced depending on the applicability of a double taxation treaty.
 Investments
   Dividends
  South Africa from both trading and non-trading profits earned in South Africa through a major bank as agent for the SARB to non-resident shareholders. However, this rate may be reduced depending on the applicability of a double taxation treaty.
  or indirectly controlled by non-residents, such a company is designated an “affected person” by the SARB, and certain restrictions are placed on its ability to obtain local financial assistance. We are not, and have never been, designated an “affected person” by the SARB.
  to remitting dividends offshore. As a general rule, an affected entity that has accumulated historical losses may not declare dividends out of current profits unless and until such time that the affected entity’s local borrowings do not exceed the local borrowing limit.


64
 E. TAXATION
 Certain South African Tax Considerations
  may change the tax treatment of acquiring, holding or disposing of our ordinary shares or ADSs, as applicable, which changes may possibly occur on a retrospective basis. The following summary is not a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of our ordinary shares or ADSs, and does not cover the tax consequences that depend upon your particular tax circumstances. In particular, the following summary addresses tax consequences for holders of ordinary shares or ADSs who are not residents of South Africa fortax purposes from a South African perspective. It specifically excludes the tax consequences for persons who are not residents of South Africa for tax purposes whose holding of shares or ADSs is effectively connected with a permanent establishment in South Africa through which the holder carries on business activities, or who is not the beneficial recipient of the dividends, or where the source of the transaction or dividends is deemed to be in South Africa. In addition, it does not cover the tax consequences for a holder that is not entitled to the benefits of the double taxation agreement concluded between the Republic of South Africa and the United States of America signed on February 17, 1997 (“US Treaty”). It also assumes that the holders hold the ordinary shares or ADSs on capital account (that is, for investment purposes) as opposed to on revenue account (that is for speculative purposes, as trading stock). We recommend that you consult your own tax adviser concerning the consequences of holding our ordinary shares or ADSs, as applicable, in your particular situation.
 Dividends
  borne by the shareholder receiving the dividend. Previously, South Africa imposed a corporate tax known as secondary tax on companies (“STC”) at the rate of 10% on dividends declared by a South African company. It is important to appreciate that STC was not a withholding tax on dividends borne by the shareholder, but a tax on profits of a company borne by the company. The rate at which Dividends Tax is levied is 15%. Dividends Tax is imposed on, amongst others, non-resident shareholders, and it is withheld by the company declaring and paying the dividend to its shareholders or the regulatory intermediary, as the case may be, as a withholding agent.
  purposes to a resident of the US for tax purposes may be taxed in the US. Article 10 of the US Treaty further provides that such a dividend may also be taxed in South Africa. However, the tax charged in South Africa may not exceed 5% of the gross amount of the dividends if the beneficial owner is a company that holds directly at least 10% of the voting stock of the South African company paying the dividends. In all other cases, the US Treaty provides for a withholding tax of 15% of the gross amount of the dividends.
   Capital Gains Tax
 CGT
 individual, 33.3% of the capital gain is included in the individual’s taxable income (effectively 13.65% should the individual pay tax at the marginal rate). In the case of a corporate entity or trust, 66.6% of such gain is included in its taxable income (effectively a rate of 18.6% for a corporate entity and 27.3% for a trust). CGT is only applicable to non-residents if the proceeds from the sale are attributable to a permanent establishment of the non-resident shareholder. The US Treaty (which will prevail in the event of a conflict) provides that the US holder of ordinary shares or ADSs will not be subject to CGT if the assets have been held as capital assets, unless they are linked to a permanent establishment of such non-resident shareholder in South Africa. To the extent that shares or ADSs are held on revenue account, a similar principle applies with reference to the payment of income tax. Accordingly, income tax is only payable to the extent that the gain is attributable to the carrying on of a business in South Africa through a permanent establishment situated in South Africa. The current corporate rate is equal to 28%. Any gains realized on the disposal of equity shares are automatically deemed to be of a capital nature if the equity shares have been held for a continuous period of at least three years. Such provision applies automatically and is not elective. However, this deeming provision does not include an ADS.
  of an asset that constitutes immovable property held by that person or any interest or right of whatever nature of that person to or in intellectual property where that property is situated in South Africa is deemed to have been sourced in South Africa and be subject to South African tax. It includes the disposal of any equity shares held by a person in a company if:


65
 ·
 80% or more of the market value of the equity shares, ownership or right to ownership or vested interest, as the case may be, at the time of disposal thereof is attributable directly or indirectly to immovable property held otherwise than as trading stock; and
 ·
 the person directly or indirectly holds at least 20% of the equity shares in the company or ownership or right to ownership of the other entity.
  Treaty provides that South Africa is entitled to tax a gain that is attributable to the alienation of real property situated inSouth Africa, which concept includes the equivalent of a US real property interest, even if held through shares.
 Securities Transfer Tax
 STT
 company. STT is levied at a rate of 0.25% of the taxable amount of the security concerned (generally the market value). A security is defined to include a depository receipt in a company, in addition to shares in a company. STT is not payable on the issue of any security.
  depository receipts in a South African company. As a consequence, STT will therefore be payable on the transfer of ADSs. In addition, the process of depositing shares listed on the JSE in return for ADSs, or withdrawing such shares from the deposit facility, may attract STT as and when the shares are transferred to or from the depository institution.
  participant, but it may be recovered from the person acquiring the beneficial ownership of the rights concerned. In other instances, STT is payable by the person acquiring beneficial ownership.
  Interest
  person to the extent that the interest is regarded as having been received or accrued from a source within South Africa at the rate of 15% with effect from March 1, 2015. In terms of the US Treaty this rate is reduced to zero. However, the rate may change to 5% or 10% once the US Treaty is renegotiated.
 Withholding tax on Service Fees
  fee that is paid by any person to or for the benefit of any foreign person to the extent that the amount is regarded as having been received by or accrued to that foreign person from a source within South Africa.  The concept of service fees is defined very widely and includes an amount that is received or accrued in respect of technical services, managerial services and consultancy services.
 Capitalization Shares
   Voting Rights
   Certain Material United States Federal Income Tax Considerations
  material US federal income tax consequences for a US holder of purchasing, owning, and disposing of the ordinary shares (for purposes of this summary, references to the ordinary shares include the ADSs, unless the context otherwise requires).
 US holder
 ·
  ·
 a corporation (or other entity taxable as a corporation for US federal income tax purposes) organized under the laws of the United States, any state thereof, or the District of Columbia;
 ·


66
 ·
 a trust if: (i) a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorized to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable US Treasury regulations to be treated as a US person.
 non-US holder
  Code
 existing and proposed US Treasury regulations, published Internal Revenue Service rulings, and court decisions that are now in effect, any and all of which are subject to differing interpretations and which could be materially and adversely changed. Any such change could apply retroactively and could affect the continued validity of this summary. This summary does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.
  relevant to a decision to purchase the ordinary shares. In particular, this summary deals only with US holders that will hold the ordinary shares as capital assets within the meaning of Section 1221 of the Code. It does not address considerations that may be relevant to you if you are an investor that is subject to special tax rules, such as a bank, real estate investment trust, regulated investment company, insurance company, dealer in securities or currencies, trader in securities or commodities that elects mark-to-market treatment, person that will hold the ordinary shares as a hedge against currency risk or as a position in a “straddle” or conversion transaction, tax-exempt organization, person whose “functional currency” is not the US dollar, person liable for alternative minimum tax, or a person who owns directly, indirectly or by attribution, at least 10% of our stock. This summary also does not address any aspect of US federal non-income tax laws, such as gift or estate tax laws, or state, local, or non-US tax laws, or, except as discussed below, any tax reporting obligations of a holder of our ordinary shares.
  is a beneficial owner of the ordinary shares, the US federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership. A holder of the ordinary shares that is a partnership and partners in such a partnership should consult their own tax advisors about the US federal income tax consequences of acquiring, holding, and disposing of the ordinary shares.
   PFIC
 purposes for the current taxable year. However, we cannot assure you that we will not be considered a PFIC in the current or future years. The determination whether or not we are a PFIC is a factual determination that is based on the types of income we earn and the value of our assets and cannot be made until the close of the applicable tax year. If we were currently or were to become a PFIC, US holders of ordinary shares would be subject to special rules and a variety of potentially adverse tax consequences under the Code.
   Taxation of Distributions Paid on Ordinary Shares
  laws, if you are a US holder, the gross amount of dividends that you receive in cash (or that are part of a distribution that any shareholder has the right to receive in cash) in respect of the ordinary shares generally will be subject to US federal income taxation as dividend income to the extent paid out of our current or accumulated earnings and profits (as determined for US federal income tax purposes). You must include the amount of any South African tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. Dividends received by certain non-corporate US holders will generally be taxed at a maximum rate of 20%, where certain holding period and other requirements are satisfied, if such dividends constitute qualified dividend income. Qualified dividend income includes dividends paid by a “qualified foreign corporation”, and we believe that we are, and will continue to be, a “qualified foreign corporation” for US federal income tax purposes. Holders of ordinary shares should consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular circumstances. Dividends will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from certain US corporations.
  reference to the exchange rate in effect on the day you receive (or the depository receives, in the case of the ADSs) the dividend, regardless of whether the payment is in fact converted into US dollars. If the foreign currency received as a dividend is not converted into US dollars on the date of receipt, a US holder will have a basis in the foreign currency equal to its US dollar value on the date of receipt. Generally, any gain or loss resulting from currency exchange


67
 fluctuations during the period from the date you include the dividend payment in income to the date you convert the payment into US dollars will be treated as ordinary income or loss. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitations. You should generally not be required to recognize any foreign currency gain or loss to the extent such dividends paid in South African Rand are converted into US dollars immediately upon receipt by the applicable party. If we distribute non-cash property as a dividend, you generally will include in income an amount equal to the fair market value of the property, in US dollars, on the date that it is distributed.Subject to certain limitations, a US holder may be entitled to a credit or deduction against its US federal income taxes for the amount of any South African taxes that are withheld from dividend distributions made to such US holders. The decision to claim either a credit or deduction must be made annually and will apply to all foreign taxes paid by the US holder to any foreign country or US possession with respect to the applicable tax year.
  purposes, subject to various classifications and other limitations. The rules relating to computing foreign tax credits are complex. You should consult your own tax advisor to determine the foreign tax credit implications of owning ordinary shares.
  purposes, will be treated as a non-taxable return of capital to the extent of your basis in the ordinary shares and, to the extent in excess of such basis, will be treated thereafter as capital gain from the sale or exchange of such ordinary shares.
 Taxation of the Disposition of Ordinary Shares
  sell or otherwise dispose of your ordinary shares, you will recognize capital gain or loss in an amount equal to the difference between the US dollar value of the amount you receive on the sale and your adjusted tax basis in the ordinary shares, determined in U.S dollars. Such gain or loss generally will be long-term capital gain or loss if you held the ordinary shares for more than one year. After January 1, 2013, long-term capital gain recognized by a non-corporate US holder is generally subject to a maximum tax rate of 15% but may be as high as 20%. In general, any capital gain or loss recognized upon the sale or exchange of ordinary shares will be treated as US source income or loss, as the case may be, for US foreign tax credit purposes. Your ability to offset capital losses against income is subject to limitations.
    ordinary shares as described under “— Certain South African Tax Considerations—Securities Transfer Tax”above, securities transfer tax will not be a creditable tax for US foreign tax credit purposes.
 Medicare Tax on Unearned Income
  pay an additional 3.8% tax on “net investment income,” including, among other things, dividends on and capital gains from the sale or other disposition of ordinary shares. US holders that are individuals, estates, or trusts should consult theirtax advisors regarding the effect, if any, of this tax on their ownership and disposition of our ordinary shares.
 Non-US Holders
  withholding tax on dividends received on such ordinary shares, unless such income is effectively connected with your conduct of a trade or business in the United States, and the dividends are attributable to a permanent establishment (or in the case of an individual, a fixed place of business) that you maintain in the United States, if that is required by an applicable income tax treaty as a condition for subjecting you to US federal income taxation on a net income basis. In such cases, you generally will be taxed in the same manner as a US holder and will not be subject to US federal income tax withholding. If you are a corporate non-US holder, “effectively connected” dividends may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or a lower rate if you are eligible for the benefits of an applicable income tax treaty that provides for a lower rate.
  withholding tax in respect of gain realized on the sale of such ordinary shares, unless: (i) such gain is effectively connected with your conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment (or in the case of an individual, a fixed place of business) that you maintain in the United States, if that is required by an applicable income tax treaty as a condition for subjecting you to US federal income taxation on a net income basis or (ii) in the case of gain realized by an individual non-US holder, you are present in the United States for 183 days or more in the taxable year of the sale or other disposition and certain other conditions are met. In the first case,the non-US holder will be taxed in the same manner as a US holder. In the second case, the non-US holder will be subject to US federal income tax at a rate of 30% on the amount by which such non-US holder’s US-source capital gains exceed


68
 such non-US holder’s US-source capital losses. If you are a corporate non-US holder, “effectively connected” gains may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or a lower rate if you are eligible for the benefits of an applicable income tax treaty that provides for a lower rate.
 Passive Foreign Investment Company Rules
  the current tax year. The determination of whether or not we are a PFIC is a factual determination that cannot be made until the close of the applicable tax year and that is based on the types of income we earn and the value of our assets (including goodwill), both of which are subject to change. In calculating goodwill for this purpose, we will value our total assets based on the total market value, determined with reference to the then-market price of the ordinary shares, and will make determinations regarding the amount of this value allocable to goodwill. Because the determination of goodwill will be based on the market price of the ordinary shares, it is subject to change. It is possible that the US Internal Revenue Service may challenge our valuation of our assets (including goodwill), which may result in us being classified as a PFIC. Thus, it is possible that we may be or become a PFIC in the current or any future taxable year, and we cannot assure you that we will not be considered a PFIC in any such tax year.
   ·
  ·
 at least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for the production of passive income.
  in the active conduct of a trade or business), the excess of gains over losses from certain types of transactions in commodities, annuities, and gains from assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly its proportionate share of the other corporation’s income.
   ·
  ·
 any excess distribution that we make to you (generally, any distributions to you during a single taxable year that are greater than 125% of the average annual distributions received by you in respect of the ordinaryshares during the three preceding taxable years or, if shorter, your holding period for the ordinary shares).
  ·
  ·
 the amount allocated to the taxable year in which you realized the gain or received the excess distribution will be taxed as ordinary income;
 ·
 the amount allocated to each prior year, with certain exceptions, will be taxed at the highest tax rate applicable to you in effect for that year; and
 ·
 the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.
    make this election in a timely fashion, you generally will not be subject to the PFIC rules described above in respect to your ordinary shares. Instead, in general, you will include as ordinary income each year the excess, if any, of the fair market value of your ordinary shares at the end of your taxable year over your adjusted basis in your ordinary shares. You will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of your ordinary shares over the fair market value at the end of your taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). Your basis in the ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain on a sale or other disposition of the ordinary shares will be treated as ordinary income.


69
  8621 (whether or not a mark-to-market election is made) that describes the distribution received on the ordinary shares and the gain realized on the disposition of the ordinary shares. The reduced tax rate for dividend income, discussed above in “Taxation of Distributions Paid on Ordinary Shares,” is not applicable to dividends paid by a PFIC.
  addition to those described above. Accordingly, you should consult your own tax advisor concerning the application of the PFIC rules to your ordinary shares under your particular circumstances.
 US Information Reporting and Backup Withholding Rules
  financial intermediaries are subject to information reporting and may be subject to backup withholding, currently at a rate of 28%, unless the holder: (i) is a corporation or other exempt recipient or (ii) provides a taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. Backup withholding is not an additional tax, and the amount of any backup withholding from a payment will be allowed as a credit against the US holder’s or the non-US holder’s US federal income tax liability provided that the appropriate returns are filed. A non-US holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status to the payor, under penalties of perjury, on Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable.
 Information with Respect to Foreign Financial Assets
  circumstances, a higher threshold) are generally required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” may include financial accounts maintained by foreign financial institutions, as well as the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts held for investment that have non-United States issuers or counterparties and (iii) interests in foreign entities. Holders are urged to consult their tax advisors regarding the application of this reporting requirement to their ownership of the ordinary shares.
 THE PRECEDING DISCUSSION OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. ACCORDINGLY, EACH INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR AS TO PARTICULAR TAX CONSEQUENCES TO IT OF PURCHASING, HOLDING, AND DISPOSING OF THE ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN LAWS, AND PROPOSED CHANGES IN APPLICABLE LAWS.
 F. DIVIDENDS AND PAYING AGENTS
  G. STATEMENTS BY EXPERTS
  H. DOCUMENTS ON DISPLAY
          also available to the public from commercial document retrieval services. We file electronically with the SEC, and the documents it files are available on the website maintained by the SEC at www.sec.gov.
  financial information relating to the fiscal year ended June 30, 2015. For more recent updates regarding Harmony, you may inspect any reports, statements or other information that Harmony files with the SEC.


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 I. SUBSIDIARY INFORMATION
  ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 “Cautionary statement about forward-looking statements”
  General
  risk associated with underlying assets, liabilities and anticipated transactions. Following periodic evaluation of these exposures, we may enter into derivative financial instruments to manage these exposures. We have policies in areas such as counterparty exposure and hedging practices, which have been approved by our audit committee. We do not hold or issue derivative financial instruments for trading or speculative purposes.
    ·
 in the case of a hedge of an anticipated future transaction, there is a high probability that the transaction will occur.
 Foreign Currency Sensitivity
  dollars, Australian dollars and Kina). In addition, we incur investments and liabilities in US dollars, Australian dollars and PNG Kina from time to time. As a result, we are subject to transaction and translation exposure from fluctuations in foreign currency exchange rates. We do not generally hedge our exposure to foreign currency exchange rates.
  dollar because gold is generally sold throughout the world in US dollars, but most of our operating costs are incurred in Rand and other non-US currencies. Appreciation of the Rand and other non-US currencies against the US dollar increases working costs at our operations when those costs are translated into US dollars, which reduces operating margins and net income from our operations. Depreciation of the Rand and other non-US currencies against the US dollar reduces these costs when they are translated into US dollars, which increases operating margins and net income from our operations. See Item 3:“Key Information—Exchange Rates”and “Key Information—Risk Factors—Foreign exchange fluctuations could have a material adverse effect on Harmony’s operational results and financial condition”.
  Commodity Price Sensitivity
 General
    have any control. See Item 3: “Key Information—Risk Factors—The profitability of our operations, and cash flows generated by those operations, are affected by changes in the price of gold. A fall in the gold price below our cash cost of production for any sustained period may lead to losses and require Harmony to curtail or suspend certain operations”.The aggregate effect of these factors, all of which are beyond our control, is impossible for us to predict.
 Harmony’s Hedging Policy
  commodity, derivatives or hedging arrangements to establish a price in advance for the sale of our future gold production, although we may do so in the future.
 Commodity Sales Agreements
  Interest Rate Sensitivity
  rate borrowings expose us to cash flow interest rate risk. Interest rate risk arising from long-term borrowings is offset by cash, restricted cash and restricted investments held at variable rates.


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 Sensitivity analysis—borrowings
  increased/(decreased) profit or loss before tax by the amounts shown below. This analysis assumes that all other variables remain constant.
 June 30,
 2015
 2014
 2013
 ($ in millions)
         Sensitivity analysis – financial assets
  increased/(decreased) profit or loss before tax by the amounts shown below. This analysis assumes that all other variables remain constant.
 June 30,
 2015
 2014
 2013
 ($ in millions)
         Financial Risk
 Management
 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
 A. DESCRIPTION OF DEBT SECURITIES
  B. DESCRIPTION OF WARRANTS AND RIGHTS
  C. DESCRIPTION OF OTHER SECURITIES
  D. AMERICAN DEPOSITORY SHARES
  Mellon as its Depositary for the ADSs evidenced by ADRs. A copy of our form of amended and restated deposit agreement (the “Deposit Agreement”) among the Depositary, owners and beneficial owners of ADRs and Harmony was filed with the SEC as an exhibit to our Form F-6 filed on September 30, 2009.
  surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of the distributable property to pay the fees.


72
 Fees and Expenses
 Persons depositing shares or ADR holders must pay:
 For:
  ·
  ·
   ·
  A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
 ·
 Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR holders
  ·
 Transfer and registration of equity shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
  ·
 ·
 Cable, telex and facsimile transmissions (when expressly provided in the Deposit Agreement)
 ·
  Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes
 ·
  Any charges incurred by the depositary or its agents for servicing the deposited securities
 ·
   any ADS or ADR, deposited security or distribution. If an ADR holder owes any tax or other governmental charge, the depositary may:
 ·
  ·
  ·
  and may apply dividends or other distributions or the proceeds of any sale in payment of the outstanding tax or other governmental charge. The ADR holder remains liable for any shortfall.
 Fees and payments made by the Depositary
  and maintenance expenses of our ADR facility. The Depositary has agreed to reimburse Harmony for its continuing annual stock exchange listing fees. The Depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of US federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse Harmony annually for certain investor relationship programs or special investor relations promotional activities. In certain instances, the Depositary has agreed 
to provide additional payments to Harmony based on any applicable performance indicators relating to the ADR facility.
The amount of reimbursement available to Harmony is not necessarily tied to the amount of fees the Depositary collects from investors.


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 PART II
 ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
 AND USE OF PROCEEDS
  ITEM 15 CONTROLS AND PROCEDURES
 A. DISCLOSURE CONTROLS AND PROCEDURES
 CEO
 Financial Officer (“CFO”), carried out an evaluation, pursuant to Rule 13a-15 promulgated under the Exchange Act of the effectiveness of our “disclosure controls and procedures”. Based on the foregoing, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of June 30, 2015.
 B. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  and for the assessment of the effectiveness of internal control over financial reporting. Our internal control over financialreporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Harmony’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
  misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
  the framework in "Internal Control —Integrated Framework(2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management has assessed the effectiveness of internal control over financial reporting, as of June 30, 2015, and has concluded that such internal control over financial reporting was effective based upon those criteria.
  consolidated financial statements included in this Annual Report, has issued an attestation report on the effectiveness of Harmony’s internal control over financial reporting as of June 30, 2015.
 C. ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
 See report of  PricewaterhouseCoopers Inc., an independent registered public accounting firm,  which is included on page F-2 of exhibit 99.1.     The  consolidated financial statements, together with the auditors' report of  PricewaterhouseCoopers Inc., are incorporated by reference to
    exhibit 99.1 and shall be deemed filed as part of the Harmony  2015 Form 20-F.
 D. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  that has materially affected or is reasonably likely to materially affect, Harmony’s internal control over financial reporting.


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 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    the SEC for an “audit committee financial expert” in both the private and public sectors. The members have served as directors and officers of numerous public companies and have over the years developed a strong knowledge and understanding of IFRS, overseeing the preparation, audit and evaluation of financial statements. We believe that the combined knowledge, skills and experience of the Audit Committee, and their authority to engage outside experts as they deem appropriate to provide them with advice on matters related to their responsibilities, enable them, as a group and under the guidance of Mr. Wetton, to act effectively in the fulfillment of their tasks and responsibilities required under the Sarbanes-Oxley Act.
 ITEM 16B CODE OF ETHICS
  ·
   ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES
 A. AUDIT FEES
  principal accountants for the audit of the annual financial statements or for services normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
     B. AUDIT-RELATED FEES
  fiscal years that were provided by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements:
      C. TAX FEES
        D. ALL OTHER FEES


75
   E. AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
  services in terms of its non-audit services policy. All of the services described above were approved in terms of the company’s delegation of authority framework and the audit committee’s policy on non-audit services.
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
 COMMITTEES
  ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
 PURCHASERS
  ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
  ITEM 16G. CORPORATE GOVERNANCE
 Significant ways in which Harmony’s corporate governance practices differ from practices followed by US domestic companies under the listing standards of the NYSE.
  governance practices differ from those followed by US domestic companies subject to the listing standards of the NYSE. Set out below is a brief summary of the significant differences.
  this committee must be non-executive directors. The JSE Listing Requirements also require the appointment of such a committee, and stipulate that all members of this committee must be nonexecutive directors, the majority of whom must be independent. Harmony has a Nomination Committee comprised of five non-executive board members. The lead independent non-executive director serves as chairman of the Nomination Committee. For US domestic companies, the chairperson of this committee is required to be the chairperson of the board of directors. The current chairman of our board of directors, Patrice Motsepe, is chairman of one of Harmony’s largest shareholders, African Rainbow Minerals Limited, and is thus not independent. He is, however, in terms of South African governance practices, a member of the Nomination Committee. The lead independent non-executive director was re-appointed in August 2015.
  directors. Harmony has appointed a Remuneration Committee, comprising seven board members, all of whom are non-executive and six of whom are independent.
  without management. Although the JSE Listing Requirements do not require such meetings, the board meets without executives after each board meeting. The board also has unrestricted access to all company information, records, documents and property. Directors may, if necessary, take independent professional advice at the Company’s expense and non-executive directors have access to management and may meet separately with management, without the attendance of executive directors.
 ITEM 16H. MINE SAFETY DISCLOSURE


76
 GLOSSARY OF MINING TERMS
   Alluvial
 All-in sustaining costs
 general and administrative costs, costs associated with movements in production inventories, ore stockpiles, as well as ongoing environmental rehabilitation costs as well as transfers for stripping activities and costs associated 
with royalties. Employee termination costs are included, however employee termination costs associated with major restructuring and shaft closures are excluded. The following costs are also included: LED expenditure for continuing operations, share-based payments for continuing operations, corporate costs, sustaining exploration costs and sustaining capital expenditure including OCD expenditure and rehabilitation accretion and amortization for continuing operations. Depreciation costs are excluded. All-in sustaining costs per ounce are attributable all-in sustaining costs divided by attributable ounces of gold sold.
 Auriferous:
 Beneficiation
 By-products
  Carbon in leach (CIL)
  Carbon In Pulp (CIP)
 leached slurry passes into the CIP circuit where carbon granules are mixed with the slurry and gold is absorbed onto the carbon. Granules are separated from the slurry and treated to remove gold.
 Carbon In Solution (CIS)
 solution, is separated by the process of filtration (solid/liquid separation). The solution is then pumped through six stages where the solution comes into contact with the activated carbon granules.
 Cash costs
 from by-products and include royalties and production taxes. Depreciation, rehabilitation, corporate administration, retrenchment, capital and exploration costs are excluded. Total cash costs per ounce are attributable total cash costs divided by attributable ounces of gold produced.
 Conglomerate
 2mm in diameter (granules, pebbles, cobbles, boulders) set in a fine-grained matrix of sand or silt, and commonly cemented by calcium carbonate, iron oxide, silica or hardened clay.
 Cut-off grade
 Decline
 Depletion
 Development
 Electro-winning:
 Elution
 Exploration:
  Fabricated gold
  Footwall
 Forward sale
 Gold reserves
  Gold produced
 Grade


77
 Greenfield:
 Head grade
 Indicated mineral resource:
 and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information using appropriate techniques from outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but close enough for continuity to be assumed.
 Inferred mineral resource:
 a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from outcrops, trenches, pits, workings and drill holes that may be limited or of uncertain quality and reliability.
 Leaching
  Level
 Measured mineral resource:
 grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information using appropriate techniques from outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity.
 Measures
 Metric unit
 US equivalent
                            Metallurgical plant
 Mill delivered tons
 Milling/mill:
  Mineralization:
 Mineralized material
 sampling to support a sufficient tonnage and average grade of metals to warrant further exploration. Such a deposit does not qualify as a reserve until a comprehensive evaluation based upon unit cost, grade, recoveries, and other material factors conclude legal and economic feasibility.
 Mineral reserves
 and legally extracted or produced. Mineral reserves are reported as general indicators of the life-of-mineralized materials. Changes in reserves generally reflect:
 ·
  ·
  ·
  ·


78
  areas mined, mining dilution, losses in processing and other factors. Recovery rates vary with the metallurgical characteristics and grade of ore processed. Neither reserves nor projections of future operations should be interpreted as assurances of the economic life-of-mineralized material nor of the profitability of future operations.
 Open-pit/Opencast/Open cut
  Ore
  Ore grade
 Orebody
  Ounce
 Overburden
 Overburden tons
 Placer
  Precipitate:
 Probable reserves
 used for proved reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proved reserves, is high enough to assume continuity between points of observation.
 Prospect
  Prospecting license
 Proved reserves
 or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
 Pyrite
 Quartz
 Recovery grade
 Reef
 Refining
  Rehabilitation:
 Sampling
  Shaft
 and waste. A shaft is also used for ventilation and as an auxiliary exit. It is equipped with a surface hoist system that lowers and raises conveyances for men, materials and ore in the shaft. A shaft generally has more than one conveyancing compartment.
 Slimes
 Slurry
 Smelting
  Spot price
 Stockpile:


79
 Stope
 Stripping
 Sulphide
 Syncline
 Tailings
 Tailings dam (slimes dam)
 Ton
 Tonnage
  Tonne
 Trend
  Unconformity:
 Waste
 Waste rock
  Yield
 Zinc precipitation
  PART IIIITEM 17 FINANCIAL STATEMENTS


80
 ITEM 18 FINANCIAL STATEMENTS
 The following consolidated financial statements, together with the auditors' report of PricewaterhouseCoopers Inc., are incorporated by reference to exhibit 99.1 and shall be deemed filed as part of the Harmony 2015 Form 20-F: ·   Index to Financial Statements; ·   Report of Independent Registered Public Accounting Firm; and ·   Consolidated Financial Statements.


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 1TEM 19. EXHIBITS
  Memorandum of Incorporation of Harmony (previously known as Memorandum and Articles ofAssociation) (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2014, filed on October 23, 2014)
  Notice to shareholders dated October 23, 2015 in respect of the annual general meeting to be held on November 23, 2015
  Deposit Agreement among Harmony, Deutsche Bank Trust Company Limited, as Depositary, and owners and holders of American Depositary Receipts, dated as of October 7, 2011 (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2011, filed on October 24, 2011)
  Form of ADR (included in Exhibit 2.2) (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2011, filed on October 24, 2011)
  Harmony (2003) Share Option Scheme, as amended (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2005, filed on November 3, 2005)
  Deed of Extinguishment of Royalty (Wafi-Golpu Project) dated February 16, 2009 (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2009, filed on October 26, 2009
  Hidden Valley Joint Venture Agreement dated May 22, 2008 between Morobe Consolidated Goldfields Limited, Newcrest PNG 1 Limited and Hidden Valley Services Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2009, filed on October 26, 2009)
  Master Co-operation Agreement dated on or about August 5, 2008 between Hidden Valley Services Limited, Wafi-Golpu Services Limited, Morobe Exploration Services Limited, Harmony Gold (PNG Services) Pty Limited and Newcrest Mining Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2009, filed on October 26, 2009)
  Amended and Restated Sale Agreement dated March 30, 2012 between Evander Gold Mines Limited, Harmony Gold Mining Company, Taung Gold Secunda (Proprietary) Limited, Taung Gold Limited, Clidet No. 790 (Proprietary) Limited and Clidet No. 791 (Proprietary) Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2012, filed on October 29, 2012)
  Amended and Restated Sale of Shares and Claims Agreement, dated August 15, 2012, between Harmony Gold Mining Company, Emerald Panther Investments 91 (Proprietary) Limited, Pan African Resources Plc and Evander Gold Mines Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2012, filed on October 29, 2012)
  Harmony Shared Services Agreements, dated May 30, 2012, between Harmony Gold Mining Company and Evander Gold Mines Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2012, filed on October 29, 2012)
  Evander Shared Services Agreements, dated May 30, 2012, between Harmony Gold Mining Company andEvander Gold Mines Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2012, filed on October 29, 2012)
  Sale of Business Agreement, dated May 30, 2012, between Harmony Gold Mining Company and Evander Gold Mines Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2012, filed on October 29, 2012)
  Sale of Business Agreement dated March 20, 2013 between Harmony Gold Mining Company Limited and Business Venture Investments No. 1692 Proprietary Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  First Addendum to the Sale of Business Agreement dated May 24, 2013 between Harmony Gold Mining Company Limited and Business Venture Investments No. 1692 Proprietary Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Second Addendum to the Sale of Business Agreement dated June 24, 2013 between Harmony Gold Mining Company Limited and Business Venture Investments No. 1692 Proprietary Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)


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  Subscription, Sale and Shareholders’ Agreement dated March 20, 2013 between Harmony Gold Mining Company Limited, Business Venture Investments No. 1692 Proprietary Limited, Histopath Proprietary Limited, Business Venture Investments No. 1677 Proprietary Limited, Business Venture Investments No. 1687 Proprietary Limited, Business Venture Investments No. 1688 Proprietary Limited and the Trustees for the time being of the Harmony Gold Community Trust (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  First Addendum to the Subscription, Sale and Shareholders’ Agreement dated May 28, 2013 between Harmony Gold Mining Company Limited, Business Venture Investments No. 1692 Proprietary Limited, Histopath Proprietary Limited, Business Venture Investments No. 1677 Proprietary Limited, Business Venture Investments No. 1687 Proprietary Limited, Business Venture Investments No. 1688 Proprietary Limited and the Trustees for the time being of the Harmony Gold Community Trust (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Second Addendum to the Subscription, Sale and Shareholders’ Agreement dated July 10, 2013 between Harmony Gold Mining Company Limited, Business Venture Investments No. 1692 Proprietary Limited, Histopath Proprietary Limited, Business Venture Investments No. 1677 Proprietary Limited, Business Venture Investments No. 1687 Proprietary Limited, Business Venture Investments No. 1688 Proprietary Limited and the Trustees for the time being of the Harmony Gold Community Trust (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Sale of Shares Agreement dated March 6, 2013 between Harmony Gold Mining Company Limited and TheTrustees for the time being of the Malibongwe Women Development Trust (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Contractor Agreement dated March 20, 2013 between Harmony Gold Mining Company Limited, Business Venture Investments No. 1692 Proprietary Limited and ARMGold/Harmony Freegold Joint Venture Company (Proprietary) Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Services Agreement dated March 20, 2013 between Harmony Gold Mining Company Limited and Business Venture Investments No. 1692 Proprietary Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Sale of Property Agreement dated March 20, 2013 between ARMGold/Harmony Freegold Joint Venture Company (Proprietary) Limited and Business Venture Investments No. 1692 Proprietary Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Agreement of Lease dated March 20, 2013 between ARMGold/Harmony Freegold Joint Venture Company (Proprietary) Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Borrower Pledge and Cession Agreement dated March 20, 2013 between Business Venture Investments No. 1677 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Borrower Pledge and Cession Agreement dated March 20, 2013 between Business Venture Investments No. 1687 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Borrower Pledge and Cession Agreement dated March 20, 2013 between Business Venture Investments No. 1688 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Borrower Pledge and Cession Agreement dated March 20, 2013 between Histopath Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Cashflow Waterfall Agreement dated March 20, 2013 between Harmony Gold Mining Company Limited, Business Venture Investments No. 1692 Proprietary Limited, Histopath Proprietary Limited, Business Venture Investments No. 1677 Proprietary Limited, Business Venture Investments No. 1687 Proprietary Limited and Business Venture Investments No. 1688 Proprietary Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)


83
  Addendum to the Cashflow Waterfall Agreement dated May 28, 2013 between Harmony Gold Mining Company Limited, Business Venture Investments No. 1692 Proprietary Limited, Histopath Proprietary Limited, Business Venture Investments No. 1677 Proprietary Limited, Business Venture Investments No. 1687 Proprietary Limited and Business Venture Investments No. 1688 Proprietary Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Term Loan Facility Agreement dated March 20, 2013 between Business Venture Investments No. 1677 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Addendum to the Term Loan Facility Agreement dated May 23, 2013 between Business Venture Investments No. 1677 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Waiver letter dated June 24, 2013 in respect of the Term Loan Facility Agreement dated March 20, 2013 between Business Venture Investments No. 1677 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Extension letter dated May 10, 2013 in respect of the Term Loan Facility Agreement dated March 20, 2013 between Business Venture Investments No. 1677 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Term Loan Facility Agreement dated March 20, 2013 between Business Venture Investments No. 1687 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Addendum to the Term Loan Facility Agreement dated May 24, 2013 between Business Venture Investments No. 1687 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Waiver letter dated June 24, 2013 in respect of the Term Loan Facility Agreement dated March 20, 2013 between Business Venture Investments No. 1687 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Extension letter dated May 10, 2013 in respect of the Term Loan Facility Agreement dated March 20, 2013 between Business Venture Investments No. 1687 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Term Loan Facility Agreement dated March 20, 2013 between Business Venture Investments No. 1688 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Addendum to the Term Loan Facility Agreement dated May 24, 2013 between Business Venture Investments No. 1688 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Waiver letter dated June 24, 2013 in respect of the Term Loan Facility Agreement dated March 20, 2013 between Business Venture Investments No. 1688 Proprietary Limited and Harmony Gold Mining Company Limited
  Extension letter dated May 10, 2013 in respect of the Term Loan Facility Agreement dated March 20, 2013 between Business Venture Investments No. 1688 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)


84
 Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Addendum to the Term Loan Facility Agreement dated May 24, 2013 between Histopath Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Waiver letter dated June 24, 2013 in respect of the Term Loan Facility Agreement dated March 20, 2013 between Histopath Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Extension letter dated May 10, 2013 in respect of the Term Loan Facility Agreement dated March 20, 2013 between Histopath Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  First Addendum to the Amended and Restated Sale of Shares and Claims Agreement dated October 30, 2012 between Harmony Gold Mining Company Limited, Emerald Panther Investments 91 Proprietary Limited, Pan African Resources plc and Evander Gold Mines Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Second Addendum to the Amended and Restated Sale of Shares and Claims Agreement dated November 30, 2012 between Harmony Gold Mining Company Limited, Emerald Panther Investments 91 Proprietary Limited, Pan African Resources plc, Evander Gold Mines Limited, Randfontein Estates Limited and Firefly Investments 251 Proprietary Limited (incorporated by reference to Harmony’s Annual Report on Form 20-Ffor the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Third Addendum to the Amended and Restated Sale of Shares and Claims Agreement dated February 28, 2013 between Harmony Gold Mining Company Limited, Emerald Panther Investments 91 Proprietary Limited, Pan African Resources plc, Evander Gold Mines Limited, Randfontein Estates Limited and Firefly Investments 251 Proprietary Limited (incorporated by reference to Harmony’s Annual Report on Form 20-Ffor the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Covering Mortgage Bond dated November 30, 2012 between Emerald Panther Investments 91 Proprietary Limited and Evander Gold Mines Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Pledge and Cession Agreement dated February 28, 2013 between Emerald Panther Investments 91 Proprietary Limited and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Pledge and Cession Agreement dated February 28, 2013 between Pan African Resources plc and Harmony Gold Mining Company Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  Harmony 2006 Share Scheme (2010 Amended Version) (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2013, filed on October 25, 2013)
  First Addendum to the Exchange and Sale of Mining Right Portions Agreement dated April 16, 2014 between Armgold/Harmony Freegold Joint Venture Company Proprietary Limited and Sibanye Gold Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2014, filed on October 23, 2014)
  Reinstatement and Second Addendum to the Exchange and Sale of Mining Right Portions Agreement dated May 6, 2014 between Armgold/Harmony Freegold Joint Venture Company Proprietary Limited and Sibanye Gold Limited (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2014, filed on October 23, 2014)
  Amended Trust Deed of the Tlhakanelo Employee Share Trust between Harmony Gold Mining Company Limited and Riana Bisschoff, dated March 14, 2014 (incorporated by reference to Harmony’s Annual Report on Form 20-F for the fiscal year ended June 30, 2014, filed on October 23, 2014)


85
  Harmony 2006 Share Scheme (2015 Amended Version) – marked up version to be presented to the shareholders for approval at the annual general meeting to be held on November 23, 2015
  Revolving credit facility agreement of up to USD250 000 000 dated December 22, 2014 for Harmony Gold Mining Company Limited arranged by ABSA Bank Limited and Nedbank Limited (acting through its Nedbank Capital Division) with Nedbank Limited (acting through its Nedbank Capital Division) acting as Facility Agent
      Amendment and Restatement Agreement amongst Harmony Gold Mining Company Limited, the Original Guarantors listed in Schedule 1 hereto, Nedbank Limited (acting through its Nedbank Capital and Nedbank Corporate divisions) (as Arranger and Original Lender) and Nedbank Limited (acting through its Nedbank Capital division) (as Facility Agent), dated February 5, 2015
    Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15(d)-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  Certification of the principal financial officer required by Rule 13a-14(a) or Rule 15(d)-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


S-1
 SIGNATURES
  requirements for filing on Form 20-F and that we have duly caused this annual report to be signed on our behalf by the undersigned, thereunto duly authorized.
 HARMONY GOLD MINING COMPANY LIMITED