Notice is hereby given to shareholders that the annual general meeting (“AGM”) of Harmony Gold Mining Company Limited (“Harmony“ or “Company”) will, as contemplated by section 63(2)(a) of the Companies Act 71 of 2008, as amended (“Act”) and clause 19 of the Company's memorandum of incorporation (“MOI”), be held entirely by electronic communication on Wednesday, 26 November 2025 at 11:00 (SA time), to conduct the business set out below and to consider, and adopt, if deemed fit, with or without modification, the ordinary and special resolutions set out in this Notice of AGM (“Notice”). | ||
Board | Committee | |||||||||||||||||
Attendance | ||||||||||||||||||
Annual Retainer | Fee1 | Audit and risk | Social and ethics | Remuneration | Nomination | Investment | Technical | |||||||||||
Chairman | Deputy chair | LID2 | Member | Member | Chair | Member | Chair | Member | Chair | Member | Chair | Member | Chair | Member | Chair | Member | ||
Current | 1,993.3 | 731.2 | 854.9 | 438.6 | 34.5 | 425.7 | 214.3 | 298.2 | 169.8 | 298.2 | 162.4 | 298.2 | 162.4 | 298.2 | 162.4 | 298.2 | 162.4 | |
Proposed | 2,112.9 | 855.5 | 766.2 | 507.9 | 40.0 | 498.1 | 249.9 | 322.9 | 181.7 | 333.6 | 178.0 | 311.6 | 178.0 | 311.6 | 169.7 | 311.6 | 169.7 | |
Increase | 6.0% | 17.0% | 17.0% | 15.8% | 15.9% | 17.0% | 16.6% | 8.3% | 7.0% | 11.9% | 9.6% | 4.5% | 9.6% | 4.5% | 4.5% | 4.5% | 4.5% | |

To be completed by certificated shareholders and dematerialised shareholders with ”own-name” registration only ![]() | Harmony Gold Mining Company Limited (Incorporated in South Africa) (Registration number: 1950/038232/06)JSE share code: HAR ISIN: ZAE000015228 JSE share code: HAR NYSE: HMY (“Harmony” or the “Company”) ![]() |
I/We (please print names in full) | |
of (address) | |
being the holder/s of | shares in the Company, do hereby appoint: |
1 | or, failing him/her |
2 | or, failing him/her |
ORDINARY RESOLUTIONS | For | Against | Abstain |
Ordinary Resolution Number 1: To elect Beyers Nel as a director | |||
Ordinary Resolution Number 2: To elect Zanele Matlala as a director | |||
Ordinary Resolution Number 3: To elect Mametja Moshe as a director | |||
Ordinary Resolution Number 4: To elect Mangisi Gule as a director | |||
Ordinary Resolution Number 5: To elect Frans (“Faan”) Lombard as a director | |||
Ordinary Resolution Number 6: To re-elect Given Sibiya as a director | |||
Ordinary Resolution Number 7: To re-elect Martin Prinsloo as a director | |||
Ordinary Resolution Number 8: To re-elect Bongani Nqwababa as a director | |||
Ordinary Resolution Number 9: To elect Zanele Matlala as a member of the audit and risk committee | |||
Ordinary Resolution Number 10: To elect Mametja Moshe as a member of the audit and risk committee | |||
Ordinary Resolution Number 11: To elect Frans (“Faan”) Lombard as a member of the audit and risk committee | |||
Ordinary Resolution Number 12: To re-elect Given Sibiya as a member of the audit and risk committee | |||
Ordinary Resolution Number 13: To re-elect Martin Prinsloo as a member of the audit and risk committee | |||
Ordinary Resolution Number 14: To re-elect Bongani Nqwababa as a member of the audit and risk committee | |||
Ordinary Resolution Number 15: To elect Zanele Matlala as a member of the social and ethics committee | |||
Ordinary Resolution Number 16: To elect Mametja Moshe as a member of the social and ethics committee | |||
Ordinary Resolution Number 17: To elect Given Sibiya as a member of the social and ethics committee | |||
Ordinary Resolution Number 18: To elect Dr Mavuso Msimang as a member of the social and ethics committee | |||
Ordinary Resolution Number 19: To elect Karabo Nondumo as a member of the social and ethics committee | |||
Ordinary Resolution Number 20: To re-appoint the external auditors | |||
Ordinary Resolution Number 21: To approve the remuneration policy | |||
Ordinary Resolution Number 22: To approve the implementation report | |||
Ordinary Resolution Number 23: To approve a general authority to issue shares for cash | |||
SPECIAL RESOLUTIONS | |||
Special Resolution Number 1: Approval of financial assistance in terms of section 45 of the Act | |||
Special Resolution Number 2: Pre-approval of non-executive directors’ remuneration |
Signed at | this | day of | 2025 |
Signature | |||
Assisted by me, where applicable (name and signature) | |||

Electronic participation in the Harmony Gold Mining Company Limited electronic annual general meeting to be held on 26 November 2025 | Harmony Gold Mining Company Limited (Incorporated in South Africa) (Registration number: 1950/038232/06)JSE share code: HAR ISIN: ZAE000015228 JSE share code: HAR NYSE: HMY (“Harmony” or the “Company”) |
Application form |
Name and surname of shareholder | |
Name and surname of shareholder representative (if applicable) | |
ID number of shareholder or representative | |
Email address | |
Mobile/cell number/Telephone number | |
Name of CSDP or Broker (if shares are held in dematerialised format) | |
SCA number/Broker account number or Own-name account number | |
Number of shares | |
Signature |
Shareholder name: | |
Signature: | |
Date: | |
Beyers Nel Chief executive officer Appointed: 1 January 2025 Qualifications: ▪BEng (Mining Engineering) ▪MBA (cum laude) ▪DPMM, BLDP, CPBPM ▪Mine Manager’s Certificate of Competency Beyers was appointed group chief executive officer and executive director with effect from 1 January 2025. Prior to that, he was group chief operating officer from 1 February 2023. Before that he held the position of chief operating officer of the South African operations since 1 March 2016. Beyers joined Harmony with the merger with African Rainbow Minerals Gold in 2003. He has 24 years’ experience in various operational, management and executive roles in gold mining, gained on opencast, deep and ultra-deep level mines. Beyers is a past president of the Association of Mine Managers of South Africa. He has previously served as chairman and director on the board of Mines Rescue Services (Pty) Ltd. | ||
Zanele Matlala Independent non-executive director Appointed: 17 January 2025 Qualifications: ▪BCom ▪BCompt (Hons) ▪CA(SA) Zanele was appointed to the board on 17 January 2025. She is a Chartered Accountant with a depth of experience at executive management and board of directors level. Zanele is currently the CEO of Merafe Resources, a position she has held for more than a decade, after initially being appointed as CFO. Her previous roles include serving as Group Financial Director of Kagiso Trust Investments and CFO of the Development Bank of Southern Africa. She is an independent director of Stefanutti Stocks Limited, Dipula Income Fund and Gold Rush Holdings. | ||
Mametja Moshe Independent non-executive director Appointed: 17 January 2025 Qualifications: ▪MBA ▪CA(SA) ▪BCom (Honours) Accounting ▪BCom Accounting Mametja was appointed to the board on 17 January 2025. Mametja brings extensive financial experience and expertise to the board having worked previously as an investment banker at Morgan Stanley and UBS AG, and as an auditor at KPMG. Her expertise spans audit, mergers and acquisitions, equity and debt, capital markets, corporate tax as well as BEE transaction advisory in a number of industries including mining, telecommunication, financial services and manufacturing. She is the founder and CEO of Moshe Capital (Pty) Ltd, a South African advisory and investment firm. She also serves as non-executive director of Impala Platinum Holdings Limited and Impala Canada Ltd. | ||
Mangisi Gule Independent non-executive director Appointed: 17 January 2025 Qualifications: ▪BA (Hons) ▪PDM Mangisi was appointed to the board on 17 January 2025. He has extensive management and board experience in the mining sector, at both operational and board levels. From 2007 to 2012, he was chief executive at ARMcoal and, from 2005 and 2012, chief executive at ARMplatinum. Prior to that, he was an executive director at Harmony Gold Mining Company Limited in 2005. In 2002, Mangisi was appointed an executive director at African Rainbow Minerals (ARM) and before that, in 1999, he was appointed executive director of African Rainbow Minerals Gold. Mangisi’s other board experience was gained at African Rainbow Minerals, ARM Mining Consortium (Pty) Ltd and Richards Bay Coal Terminal. Currently, he is an independent non-executive director of Ubuntu-Botho Investment, Kalagadi Manganese Mine and Harmony. In addition, Mangisi is a trustee of Ubuntu-Botho Investments Young Persons Development Trust, Churches Support Trust and Women’s Upliftment Trust. | ||
Frans (“Faan”) Lombard Independent non-executive director Appointed: 14 August 2025 Qualifications: ▪BComm Hons Acc Frans was appointed to the board as an independent non-executive director with effect from 14 August 2025. He has extensive experience across the metals, mining, engineering, and construction industries, coupled with his understanding of governance, audit, and regulatory environments. | ||
Given Sibiya Independent non-executive director Appointed: 13 May 2019 Qualifications: ▪BComm ▪BAcc ▪CA(SA) Given was appointed to the board on 13 May 2019. She is a Chartered Accountant and until 31 August 2014 was Head: Internal Audit at SekelaXabiso Proprietary Limited. She has over 30 years’ experience in internal and external auditing, risk management, management consulting, corporate governance and forensic auditing. Prior to joining SekelaXabiso Proprietary Limited, she spent nine years at SizweNtsaluba VSP where she was Director: Forensics and where from 2005 she headed the Corporate Governance Services Division. She also worked for Anglo American Corporation as an internal auditor in the Group Audit Services Department from April 1994 to May 1996. Prior to that, she served articles at KPMG Aiken & Peat from 1991 to early 1994. She has served as a member of the audit and risk committee for a number of entities, including as chairperson of the audit committee for Basil Read Holdings Limited, South African Express Airways SOC Limited and Brand South Africa. Previously a non-executive director of Chapter Zero Southern Africa, she now assists temporarily as a part-time Chief Operating Officer. She is a non-executive board member of Ithala SOC Limited, where she chairs both the audit and compliance committee and the social, ethics and sustainability committee. She served as an audit committee member of the Presidency for three years and as chairperson for a further 3 years until December 2022 and until December 2024 also chaired the audit and risk committee of the Composers, Authors and Publishers Association (CAPASSO). She is a member of the advisory committee of the Gauteng Provincial Legislature and with effect from October 2025, she has been appointed a non- executive director of Divercity Urban Property Group (Pty) Ltd. | ||
Martin Prinsloo Independent non-executive director Appointed: 18 May 2022 Qualifications: ▪CA(SA) Martin was appointed to the board on 18 May 2022. He has 30 years of corporate, project and structured finance experience, including eight years as financial director (CFO) of a JSE-listed company. Martin's early career progressed from KPMG through the Industrial Development Corporation after which he joined BoE Merchant Bank as director of Specialised Finance where he implemented several listing and funding transactions predominantly in the resources industry. In 2003, he was appointed to Anglo Platinum as head of Corporate Finance and Business Development and acted in the capacity of executive head Finance (CFO) for just over a year before joining Royal Bafokeng Platinum as CFO in 2009. Martin invested into a private equity business, Fledge Capital in March 2019 and is also a non-executive director of a number of unlisted companies. | ||
Bongani Nqwababa Independent non-executive director Appointed: 18 May 2022 Qualifications: ▪BAcc (Hons) ▪FCA ▪MBA Bongani was appointed to the board on 18 May 2022. He was Joint CEO of Sasol Limited. Prior to that, he was CFO and executive director at Sasol, Anglo American Platinum, Eskom and Shell Southern Africa. He has over 30 years’ experience in the mining, petrochemicals, and energy sectors globally and in South Africa. Bongani is currently an independent non-executive director of the Development Bank of Southern Africa (DBSA), Discovery Bank Limited and African Rainbow Minerals Limited. He is Chairman of Babcock Ntuthuko Engineering and Babcock Plant Services in South Africa. He previously served on the board of Old Mutual plc as an independent non-executive director and chaired the SARS Audit Committee. | ||
Dr Mavuso Msimang Lead independent non-executive director Appointed: 26 March 2011 Qualifications: ▪MBA (Project Management) ▪BSc Mavuso was appointed to the board on 26 March 2011. He has 28 years of experience in management at the executive level and was involved in the successful transformation and restructuring of several state-owned entities over 16 years, until 2010. He held several senior positions in public sector organisations, including South African Tourism, South African National Parks, and the State IT Agency (SITA), where he successively served as Chief Executive Officer. He also worked for a couple of South African non-governmental organisations. Mavuso retired from the civil service in 2010 following a three-year stint as Director-General at the Department of Home Affairs. He served as the CEO of the Oliver and Adelaide Tambo Foundation. | ||
Karabo Nondumo Independent non-executive deputy chairperson Appointed: 3 May 2013 Qualifications: ▪BAcc ▪HDip (ACC) ▪CA(SA) Karabo was appointed to the board on 3 May 2013. She is an entrepreneur who has interests in mining, provision of industrial supplies and investments. She held Executive Head roles within Vodacom Business and mergers and acquisitions at the Vodacom Group. She is a previous CEO of AWCA Investment Holdings Limited (AIH). She was an associate as well as executive assistant to Chairman at Shanduka Group. She has extensive experience in Telecommunications, Financial Services and Mining sectors. She is also an independent non-executive director of: ▪Sanlam Ltd ▪TCI-Tiso (Pty) Ltd ▪Chair of Audit and Risk Committees in MTN Group Operating companies: –MTN Uganda Ltd (listed on Uganda Securities Exchange) –MTN Rwandacell Plc (listed on Rwanda Stock Exchange) –MTN eSwatini –MTN Zambia Advisory member of Senatla Capital, a trustee of Mabindu and Ubuntu-Botho Women’s Trusts Previous Board roles include: ▪MTN Group Operating companies in Sudan and South Sudan ▪Brightrock Holdings Ltd, Merafe Resources Ltd, SA Express Airways SOC Ltd, Rolfes Holdings Ltd, Richards Bay Coal Terminal. | ||