Presentation of annual financial statements
At the annual general meeting, the directors must present the annual financial statements for the year ended 30 June 2011 to shareholders as required in terms of section 30(3)(d) of the Companies Act, together with the reports of the directors, the audit committee and the auditors. These are contained in the integrated annual report.

Ordinary resolutions 1 to 6 – election and re-election of directors
In accordance with the company’s memorandum of incorporation, one third of the directors are required to retire at each annual general meeting and may offer themselves for re-election. In addition, the period of office of any person appointed to the board of directors by the board in terms of article 79 of the company’s memorandum of incorporation, terminates at this annual general meeting.

The following directors are eligible for election or re-election:
D Noko
M Msimang
J Wetton
G Briggs
F Abbott
K Dicks
C Savage

Although C Savage is eligible for re-election, he has not made himself available as such and will be retiring as director of the board at the annual general meeting.

Ordinary resolutions 7 to 10 – election of audit committee
In terms of section 94(2) of the Companies Act, a public company must at each annual general meeting elect an audit committee comprising at least three members who are directors and who meet the criteria of section 94(4) of the Companies Act. Companies regulation 42 specifies that one third of the members of the audit committee must have appropriate academic qualifications or experience in the areas as listed in the regulation.

The board of directors of the company is satisfied that the proposed members of the audit committee meet all relevant requirements.

Ordinary resolution 11 – reappointment of auditors
PricewaterhouseCoopers Incorporated has indicated its willingness to continue in office and ordinary resolution 11 proposes the reappointment of that firm as the company’s auditors with effect from 1 July 2011. Section 90(3) of the Companies Act requires the designated auditor to meet the criteria as set out in section 90(2) of the Act.

The board of directors of the company is satisfied that both PricewaterhouseCoopers Incorporated and the designated auditor meets all relevant requirements.

Ordinary resolution 12 – remuneration policy
The King Report on Governance for South Africa, 2009 (King III) recommends that the remuneration policy of the company be submitted to shareholders for consideration and for an advisory, non-binding vote to provide shareholders with an opportunity to indicate should they not be in support of the material provisions of the remuneration philosophy and policy of the company.

Ordinary resolution 13 – authority to issue shares
In terms of the Companies Act, directors are authorised to issue the unissued shares of the company, unless otherwise provided in the company’s memorandum of incorporation or in instances as listed in section 41 of the Companies Act. In terms of articles 2 and 3 of the company’s memorandum of incorporation, the directors are unable to issue shares without the approval of shareholders at a general meeting of shareholders. The board of directors of the company confirms that there is no specific intention to issue any shares, other than as part of and in terms of the rules of the company’s share incentive schemes, as at the date of this notice.

Ordinary resolution 14 – amendment to the broad-based employee share ownership plan (ESOP)
At the company’s annual general meeting held on 1 December 2010, shareholders approved the implementation of the ESOP via a trust called the Harmony Employees’ Share Trust. No awards have been made since the ESOP was approved. The reason for proposing the amendment of the ESOP is to align the scheme with industry expectations and to actively benefit employees who do not participate in any of the company’s existing share incentive schemes. The salient terms of the ESOP are set out in Annexure 1 attached to this notice.

Special resolution 1 – directors’ remuneration
In terms of section 66(8) and section 66(9) of the Companies Act, companies may pay remuneration to directors for their services as directors unless otherwise provided by the memorandum of incorporation and on approval of shareholders by way of a special resolution. Executive directors are not specifically remunerated for their services as directors but as employees of the company and as such, the resolution as included in this notice requests approval only for the remuneration paid to non-executive directors for their service as directors of the company. The proposed fees are recommended for approval for a period of two years from the date of this annual general meeting or until such time as the non-executive directors’ remuneration is amended by way of special resolution of shareholders, whichever comes first.

Special resolution 2 – financial assistance
Section 45(2) of the Companies Act authorises the board to provide direct or indirect financial assistance to a related or inter-related company, subject to subsections (3) and (4) of section 45 of the Companies Act and unless otherwise provided in the company’s memorandum of incorporation.

In terms of section 45(3) of the Companies Act, a special resolution of shareholders is required in this instance. The main purpose of this special resolution is to approve the granting of such financial assistance.

General

Shareholders and proxies attending the annual general meeting on behalf of shareholders are reminded that section 63(1) of the Companies Act requires that reasonably satisfactory identification be presented in order for such shareholder or proxy to be allowed to attend or participate in the meeting.