Harmony Gold Mining : Posting of circular and notice of EGM

Johannesburg, Monday 11 June 2018. Harmony Gold Mining Company ('Harmony' and/or 'the Company') Harmony advises that the Company has made available to download on its website, www.harmony.co.za/invest, today, a circular to Harmony shareholders. The circular will be posted on or about Tuesday, 12 June 2018.

1. Introduction

Harmony shareholders ('Shareholders') are referred to the announcements released by the Company on 5 June and 6 June 2018, in which it advised that in terms of existing authorities granted by Shareholders, it concluded an accelerated bookbuild offering through the subscription by qualifying investors of 55,055,050 new Harmony shares at a price of ZAR19.12 per share (the 'Placing Price') for an aggregate consideration of approximately ZAR1.05 billion (US$82 million) (the 'Placing').

Harmony remains proactively engaged in accelerating transformation of the mining sector and the economy overall. Accordingly, the Board has identified that it is of strategic importance to ensure ARM's continued contribution to Harmony's BEE credentials at the same ownership level as before the Placing and consequently, the Board is proposing to issue 11,032,623 new Ordinary Shares at the Placing Price to ARM.

In turn, African Rainbow Minerals Limited ('ARM'), Harmony's long-term anchor strategic black economic empowerment ('BEE') partner, has agreed to subscribe for 11,032,623 shares at the Placing Price ('ARM Placing') to ensure that ARM will hold the same shareholding percentage of 14.29% of the issued ordinary share capital of the Company as before the Placing and the issue of shares to the Community Trust and Employee Trust as previously announced and approved by shareholders.

The ARM Placing will be carried out under the vendor consideration placing rules in terms of paragraph 5.62 of the JSE Listings Requirements. The proceeds raised from the ARM Placing will be used to repay part of the outstanding bridge loan raised for the acquisition of Moab Khotsong.

Given that ARM may be 'related or inter-related' (as such terms are construed in section 2 of the Companies Act, No. 71 of 2008, as amended ('Companies Act')) to the chairman of the Company, and consequently, as prescribed by section 41(1)(b) of the Companies Act, the Board has determined that notwithstanding their authority to deal with a certain number of the authorised but unissued shares in their discretion as granted at the 2017 annual general meeting, no issue of shares can be made to ARM without first obtaining the approval of Shareholders by way of special resolution.

Accordingly, Harmony has issued a circular, incorporating a notice of Extraordinary General Meeting ('EGM'), to download on its website, www.harmony.co.za/invest, today.

Notice is hereby given to the Shareholders that a general meeting will be held at the Hilton Hotel, 138 Rivonia Road, Sandton, Johannesburg, South Africa at 11:00 (South African Standard Time) on 12 July 2018.

Notes:

The above dates and times are subject to amendments. Any such material amendment will be released on SENS.

Johannesburg
11 June 2018

JSE Sponsor: J.P. Morgan Equities South Africa Propriety Limited

For more details contact:

Marian van der Walt
Executive: Investor Relations
+27 (0) 82 888 1242 (mobile)

Lauren Fourie
Investor Relations Manager
+27 (0) 71 607 1498 (mobile)

Forward-looking statements

This report contains forward-looking statements within the meaning of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, 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 proceeded 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.

These forward-looking statements, including, among others, those relating to our future business prospects, revenues and income, wherever they may occur in this report and the exhibits to this report, are essentially 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 report. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation: overall economic and business conditions in South Africa, Papua New Guinea, Australia and elsewhere, estimates of future earnings, and the sensitivity of earnings to the gold and other metals prices, estimates of future gold and other metals production and sales, estimates of future cash costs, estimates of future cash flows, and the sensitivity of cash flows to the gold and other metals prices, statements regarding future debt repayments, estimates of future capital expenditures, the success of our business strategy, development activities and other initiatives, estimates of reserves statements regarding future exploration results and the replacement of reserves, the ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions, fluctuations in the market price of gold, the occurrence of hazards associated with underground and surface gold mining, the occurrence of labour disruptions, power cost increases as well as power stoppages, fluctuations and usage constraints, supply chain shortages and increases in the prices of production imports, availability, terms and deployment of capital, changes in government regulation, particularly mining rights and environmental regulation, fluctuations in exchange rates, the adequacy of the group's insurance coverage and socio-economic or political instability in South Africa and Papua New Guinea and other countries in which we operate.

For a more detailed discussion of such risks and other factors (such as availability of credit or other sources of financing), see the company's latest Integrated Annual Report on Form 20-F which is on file with the Securities and Exchange Commission, as well as the Company's other Securities and Exchange Commission filings. The company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events, except as required by law.