Exhibit 2.1
 
 Notice of Annual General Meeting 2009
Harmony Gold Mining Company Limited
Incorporated in the Republic of South Africa Registration Number 1950/038232/06 (Harmony or Company) JSE Share code: HAR
NYSE Share code: HMY ISIN Code: ZAE 000015228
Directors:
Mr PT Motsepe* (Chairman)
Mr GP Briggs (Chief Executive Officer) Mr F Abbott (Interim Chief Financial Officer) Mr JA Chissano*# Ms FFT De Buck* Dr CM Diarra* ## Mr KV Dicks* Dr DS Lushaba* Ms CE Markus* Mr MJ Motloba* Mr CML Savage* Mr AJ Wilkens*
* Non-Executive; # Mozambican; and ## Mali/US Citizen
Secretary: Ms NY Maluleke
Please refer to the Annual Report 2009 for details of the Companys directors and management, its major shareholders, material changes, contingencies, directors interests in securities, share capital and the Directors Responsibility Statement
er to the Annual Report 2009 for details of the Companys directors and management, its major shareholders, material changes, contingencies, directors interests in securities, share capital and the Directors Responsibility Statement




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1.
    
    A certificated or own name dematerialised shareholder may insert the name of a
proxy or the names of two alternate proxies of the certificated own name
dematerialised shareholders choice in the space/s provided, with or without deleting
the chairman of the general meeting; but any such deletion must be initialed by the
certificated or own name dematerialised shareholder. The person whose name appears
first on the form of proxy and who is present at the Annual General Meeting will be
entitled to act as proxy to the exclusion of those whose names follow.
 2.
    
    A certificated or own name dematerialised shareholders instructions to the
proxy must be indicated by the insertion of the relevant number of votes exercisable by
that shareholder in the appropriate box provided. Failure to comply with the above will
be deemed to authorise the proxy to vote or to abstain from voting at the general
meeting as he/she deems fit in respect of all the certificated shareholders votes
exercisable thereat. A certificated or own name dematerialised shareholder or his
proxy is not obliged to use all the votes exercisable by the shareholder or by his
proxy, but the total of the votes cast and in respect of which abstention is recorded
may not exceed the total of votes exercisable by the certificated or own name
dematerialised shareholder or by his/her proxy.
 3.
    
    This duly completed form of proxy must be received by the Companys transfer
secretaries, Link Market Services South Africa (Pty) Limited, 11 Diagonal Street,
Johannesburg, 2001 (P.O. Box 4844, Johannesburg, 2000) or Capita Registrars, The
Registry, 39 Beckenham Road, Beckenham, Kent, BR3 4TU, England, by 11h00 (SA time) on
Thursday, 19 November 2009, 48 hours before the time fixed for the annual general
meeting.
 4.
    
    The completion and lodging of this form of proxy will not preclude the relevant
certificated or own name dematerialised shareholder from attending the general meeting
and speaking and voting in person thereat to the exclusion of any proxy appointed in
terms thereof.
 5.
    
    Documentary evidence establishing the authority of a person signing this form of
proxy in a representative or other legal capacity must be attached to this form or proxy
unless previously recorded by the Companys transfer secretaries or waived by the
chairman of the general meeting.
 6.
    
    Every person present and entitled to vote at the annual general meeting as a
registered member or as a representative of a body corporate shall on a show of hands
have one vote only, irrespective of the number of shares such person holds or
represents, but in the event of a poll, such person or representative, will have one
vote per share.
 7.
    
    Any alteration or correction made to this form of proxy must be initialed by the
signatory/ies.
 8.
    
    Dematerialised shareholders other than those with own name registration who
wish to attend the Annual General Meeting must request their Central Securities
Depositary Participant (CSDP) or broker to provide them with a Letter of Representation
or they must instruct their CSDP or broker to vote by proxy on their behalf in terms of
the agreement entered into between the shareholders and their CSDP broker.




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Adoption of financial statements 2008/2009
    Re-appointment of external auditors
    Election of director
    Re-election of director
    Re-election of director
    Re-election of director




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Placing 10% of the authorised but unissued ordinary shares of the Company under the directors control
      General issue of shares for cash
  a)
    
    the equity securities which are the subject of the issue for cash must be of a class already in
issue, or where this is not the case, must be limited to such securities or rights that are
convertible into a class already in issue;b)
    
    the equity securities must be issued to public
shareholders, as defined in the JSE Listings Requirements, and not to related parties;c)
    
    securities which are the subject of general issues for cash:
 i)
    
    in the aggregate in any one
financial year may not exceed 5% of the Companys relevant number of equity securities, in issue of
that class (for purposes of determining the securities comprising the 5% number in any one year,
account must be taken of the dilution effect, in the year of issue of options/convertible
securities, by including the number of any equity securities which may be issued in future arising
out of the issue of such options/convertible securities);ii)
    
    of a particular class, will be
aggregated with any securities that are compulsory convertible into securities of that class, and,
in the case of the issue of compulsory convertible securities, aggregated with the securities of
that class into which they are compulsory convertible;iii)
    
    as regards the number of securities
which may be issued (the 5% number), shall be based on the number of securities of that class in
issue added to those that may be issued in future (arising from the conversion of
options/convertible securities), at the date of such application:
 1)
    
    less any securities of the
class issued, or to be issued in future arising from options/convertible securities issued, during
the current financial year;2)
    
    plus any securities of that class to be issued pursuant to:
 aa)
    
    a rights issue which has been announced, is irrevocable and is fully underwritten; orbb)
    
    an acquisition (which has had final terms announced) may be included as though they were securities in
issue as at the date of application;
 d)
    
    the maximum discount at which equity securities may be
issued is 10% of the weighted average traded price of such equity securities measured over the 30
business days prior to the date that the price of the issue is agreed between the Company and the
party subscribing for the securities. The JSE will be consulted for a ruling if the Companys
securities have not traded in such 30-business-day period.




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Remuneration of non-executive directors
  Non-executive directors fees (R000)
 EmpowermentRemunerationInvestmentBoard
    
    Audit
    
    Sustainability
    
    Nomination
    
    TechnicalCommittee
    
    Chair
    
    Director
    
    Chair
    
    Director
    
    Chair
    
    Director
    
    Chair
    
    Director
    
    Chair
    
    DirectorFY09
    
    
    650
    
    
    
    140
    
    
    
    140
    
    
    
    70
    
    
    
    120
    
    
    
    60
    
    
    
    90
    
    
    
    45
    
    
    
    120
    
    
    
    60FY10
    
    
    700
    
    
    
    150
    
    
    
    150
    
    
    
    75
    
    
    
    130
    
    
    
    65
    
    
    
    98
    
    
    
    50
    
    
    
    130
    
    
    
    65
      
 Ms NY Maluleke




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Harmony Gold Mining Company Limited
  I/We
    
    
    
    (Name in block letters)
 of
    
    
    
    (Address)
 being the holder/s of
    
    
    
    shares in the Company, do hereby appoint:
 1.
    
    
    
    or failing him/her
 2.
    
    
    
    or failing him/her
 3.
    
    
    
    the chairman of the general meeting
  For
    
    Against
    
    AbstainOrdinary resolution 1 
    
    adoption of the consolidated annual financial
statements for the financial year 2009Ordinary resolution 2 
    
    re-appointment of PricewaterhouseCoopers Inc.
as external auditorsOrdinary resolution 3 
    
    election of Mr HO Meyer as directorOrdinary resolution 4 
    
    re-election of Ms FFT De Buck as directorOrdinary resolution 5 
    
    re-election of Dr DS Lushaba as directorOrdinary resolution 6 
    
    re-election of Mr MJ Motloba as directorOrdinary resolution 7 
    
    placement of 10% of the authorised but unissued ordinary
shares of the Company under the directors controlOrdinary resolution 8 
    
    general authority for directors to allot and issue equity
securities for cash of up to 5%Ordinary resolution 9 
    
    increase in non-executive directors fees
 Signed at
    
    
    
    on
    
    
    
    
    2009
  
  
 Note:
 
 1.
    
    A shareholder entitled to attend and vote is entitled to appoint a proxy to attend, speak and
vote in his/her stead. Such proxy need not also be a shareholder of the company.2.
    
    This form of proxy is not for use by holders of American Depositary Receipts issued by the
Bank of New York Mellon.3.
    
    Please read the notes on the following page under the heading Notes.