Important Information
In connection with the proposed merger, Harmony has filed with the United States Securities and Exchange Commission (“SEC”),
a registration statement on Form F-4, which includes a preliminary prospectus and related exchange offer materials, to register the
Harmony ordinary shares (including Harmony ordinary shares represented by Harmony American Depository Shares (“ADSs”)) to be
issued in exchange for Gold Fields ordinary shares held by holders located in the United States of America (“United States” or “US”) and
for Gold Fields ADSs held by holders wherever located, as well as a Statement on Schedule TO. Investors and holders of Gold Fields
securities are strongly advised to read the registration statement and the preliminary prospectus, the related exchange offer materials
and the final prospectus (when available), the Statement on Schedule TO and any other relevant documents filed with the SEC, as well as
any amendments and supplements to those documents, because they contain important information. Investors and holders of Gold Fields
securities may obtain free copies of the registration statement, the preliminary and final prospectus and related exchange offer
materials and the Statement on Schedule TO, as well as other relevant documents filed with the SEC, at the SEC’s web site at www.sec.gov
and will receive information at an appropriate time on how to obtain transaction-related documents for free from Harmony or its duly
designated agent.
This communication is for information purposes only. It shall not constitute an offer to purchase or exchange or the solicitation of an offer
to sell or exchange any securities of Gold Fields or an offer to sell or exchange or the solicitation of an offer to buy or exchange any
securities of Harmony in the US, nor shall there be any sale or exchange of securities in any jurisdiction in which such offer, solicitation
or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The distribution of this
communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this
communication should inform themselves of and observe these restrictions. The solicitation of offers to buy Gold Fields ordinary shares
(including Gold Fields ordinary shares represented by Gold Fields ADSs) in the US will only be made pursuant to a prospectus and
related offer materials that Harmony is sending to holders of Gold Fields securities. The Harmony ordinary shares (including Harmony
ordinary shares represented by Harmony ADSs) may not be sold, nor may offers to buy be accepted, in the US prior to the time the
registration statement becomes effective. No offering of securities shall be made in the US except by means of a
prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended.
Forward-looking Statements
This quarterly report contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act
of 1995 with respect to Harmony’s 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. Statements in
this quarterly report that are not historical facts are “forward-looking statements” for the purpose of the safe harbor provided by Section
21E of the U.S. Securities Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities Act of 1933, as amended. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their
underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and
services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expect,” “anticipates,”“believes,”“intends,”“estimates” and similar expressions. These statements are only predictions. All forward-looking statements
involve a number of risks, uncertainties and other factors, and we cannot assure you that such statements will prove to be correct. Risks,
uncertainties and other factors could cause actual events or results to differ from those expressed or implied by the forward-looking
statements.
These forward-looking statements, including, among others, those relating to the future business prospects, revenues and income of
Harmony, wherever they may occur in this quarterly report and the exhibits to this quarterly report, are necessarily estimates reflecting
the best judgment of the senior management of Harmony 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 quarterly 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 and elsewhere;
•
the ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions;
•
decreases in the market price of gold;
•
the occurrence of hazards associated with underground and surface gold mining;
•
the occurrence of labor disruptions;
•
availability, terms and deployment of capital;
•
changes in government regulation, particularly mining rights and environmental regulation;
•
fluctuations in exchange rates;
•
currency devaluations and other macroeconomic monetary policies; and
•
socio-economic instability in South Africa and regionally.