哈莫尼黄金矿业公司重述2025和2024财年财报，披露多项运营风险

Table of contents

As filed with the Securities and Exchange Commission on 30 October 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________

FORM 20-F

OR

For the fiscal year ended 30 June 2026

OR

OR

Date of event requiring this shell company report

For the transition period from___ to___

Commission file number: 001-31545

HARMONY GOLD MINING COMPANY LIMITED

(Exact name of registrant as specified in its charter)

Republic of South Africa

(Jurisdiction of incorporation or organisation)

RANDFONTEIN OFFICE PARK, CNR WARD AVENUE AND MAIN REEF ROAD,

RANDFONTEIN, South Africa, 1759

(Address of principal executive offices)

Shela Mohatla, Group Company Secretary

Tel: +27 11 411 2359, [email protected], fax: +27 11 696 9734,

Randfontein Office Park, CNR Ward Avenue and Main Reef Road, Randfontein, South Africa, 1759

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

* Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by this Annual Report

was 636,798,966 ordinary shares, with no par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑  No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934.   Yes ☐  No ☑

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their

obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days.   Yes ☑  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-

T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☑  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition

of “large accelerated filer," "accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use

the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting

Standards Codification after 5 April 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report.   ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect

the correction of an error to previously issued financial statements.  ☑

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any

of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☑

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐  Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐  No ☑

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of

1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes ☐  No ☐

Table of contents

EXPLANATORY NOTE

This annual report includes a restatement of our consolidated financial statements for the fiscal years ended 30 June 2025

and 30 June 2024, which were included in our annual reports on Form 20-F for the fiscal years ended 30 June 2025 and

30 June 2024, filed with the U.S. Securities and Exchange Commission, or the SEC, on 31 October 2025 and 31 October 2024,

respectively. The restatement relates to the correction of errors. The first error related to the misstated alignment in algorithm

parameters in the mine planning and scheduling programme used at the Tshepong North, Tshepong South and Doornkop

operations, which affected the information used in the calculation of unit-of-production depreciation and related deferred

taxation, while the second error relates to the timing of recognition of payroll provisions and accruals.

Investors and other readers should rely only on the financial information and other related disclosures regarding the fiscal

year ended 30 June 2025 and 30 June 2024 in this annual report and in any future filings with the SEC (as applicable) and

should not rely on any previously issued or filed reports, press releases, presentations or similar communications containing

financial information and related disclosures regarding those reporting periods.

Accordingly, management has restated the group balance sheet, group income statement, group statement of

comprehensive income and group statement of changes in shareholders' equity for the fiscal years ended 30 June 2025 and

30 June 2024. The restatement had no impact on the group cash flow statement. However, the note reconciling cash generated

by operations has been updated to reflect the restated amounts for depreciation and movements in working capital relating to

trade and other payables.

As a result of the errors described above and the related restatement, management has identified a material weakness in

the Company’s internal control over financial reporting. In addition, management identified three other material weaknesses in

the Company’s internal control over financial reporting. Accordingly, management has concluded that the Company’s internal

control over financial reporting was not effective as of 30 June 2026 and that its disclosure controls and procedures were

likewise not effective as of 30 June 2026. Management has developed remediation plans to address each of the identified

material weaknesses.   

See Note 38 "Restatement of comparative information" to the consolidated financial statements set forth beginning on

page F-1 for details regarding the nature and impact of the identified errors and related restatement. See Item 15 "Controls and

Procedures” for further information regarding the identified material weaknesses and the remediation measures implemented, or

being implemented, to address those material weaknesses.

- i -

Table of contents

TABLE OF CONTENTS

This document comprises the annual report on Form 20-F for the year ended 30 June 2026 (“Harmony 2026 Form 20-F”)

of Harmony Gold Mining Company Limited (“Harmony” or the “Company”; together with its subsidiaries, the "Group"). Certain

of the information in Harmony's 2026 suite of reports, including from its Integrated report 2026 as well as the Sustainability

report 2026, included in Exhibit 15.1 (“Integrated Annual Report for the 20-F 2026”) is incorporated by reference into the

Harmony 2026 Form 20-F, as specified elsewhere in this report, in accordance with Rule 12b-23(a) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”). With the exception of the items so specified, the Integrated Annual Report for

the 20-F 2026 is not deemed to be filed as part of the Harmony 2026 Form 20-F. References to the "Securities Act" are to the

Securities Act of 1933, as amended. References to the "Sarbanes-Oxley Act" are to the Sarbanes-Oxley Act of 2002.

Only (i) the information included in the Harmony 2026 Form 20-F, (ii) the information in the Integrated Annual Report for the

20-F 2026 that is expressly incorporated by reference in the Harmony 2026 Form 20-F and (iii) the exhibits to the Harmony 2026

Form 20-F that are required to be filed pursuant to the Form 20-F (the “Exhibits”), shall be deemed to be filed with the

Securities and Exchange Commission (“SEC”) for any purpose. Any information in the Integrated Annual Report for the

20-F 2026 which is not referenced in the Harmony 2026 Form 20-F or filed as an Exhibit, shall not be deemed to be so

incorporated by reference.

Financial and other material information regarding Harmony is routinely posted on and accessible at the Harmony website,

www.harmony.co.za. No material referred to in this annual report as being available on our website is incorporated by reference

into, or forms any part of, this annual report. References herein to our website shall not be deemed to cause such incorporation.

- ii -

Table of contents

USE OF TERMS AND CONVENTIONS IN THIS ANNUAL REPORT

Harmony Gold Mining Company Limited is a corporation organised under the laws of the Republic of South Africa. As used

in this Harmony 2026 Form 20-F, unless the context otherwise requires, the terms “Harmony” and “Company” refer to Harmony

Gold Mining Company Limited; the term “South Africa” refers to the Republic of South Africa; the term "Papua New Guinea" or

"PNG" refers to the Independent State of Papua New Guinea; the term "Australia" refers to the Commonwealth of Australia; the

terms “we”, “us” and “our” refer to Harmony and, as applicable, its direct and indirect subsidiaries, collectively, the “Group”.

In this annual report, references to “R”, “Rand” and “c”, “cents” are to the South African Rand, the lawful currency of South

Africa, “A$” and “Australian dollars” refers to Australian dollars, “K” or “Kina” refers to Papua New Guinean Kina and

references to “$”, “US$” and “US dollars” are to United States dollars.

Unless otherwise indicated, “t” means metric tonnes; “kt” means thousand metric tonnes; “Mt” means million metric

tonnes; “g/t” means grams per metric tonne; “oz” means troy ounces; “koz” means thousand troy ounces; “Moz” means million

troy ounces; “lb” means pounds; and “Mlb” means million pounds. References to gold ounces are to troy ounces.

References to a financial year are to the 12-month period ended 30 June of the year indicated.

This annual report contains information concerning our Mineral Reserves. It also contains information concerning our

Mineral Resources. While this annual report has been prepared in accordance with subpart 1300 of Regulation S-K promulgated

by the SEC ("Regulation S-K 1300"), estimates of our Mineral Resources and Mineral Reserves are based on assumptions that

may prove to be incorrect, including assumptions relating to mining and processing, metallurgical recovery, operating and capital

costs, commodity prices, exchange rates, legal and regulatory matters and other modifying factors. See Item 3D: “Key

Information – Risk Factors – Risks Related to Mineral Resources, Mineral Reserves, Growth Projects and Portfolio

Transformation – Mineral Resource and Mineral Reserve estimates may prove inaccurate”.

Certain of our mining properties and projects in South Africa, PNG and Australia are subject to country-, state- or project-

specific laws, regulations, permits, licences, mineral rights, tenure arrangements, royalties, environmental obligations and other

conditions. References in this annual report to mining titles, licences, leases, concessions, permits, development agreements

and similar rights are to the relevant rights or arrangements applicable to the relevant property and jurisdiction, unless the

context otherwise requires.

This annual report contains descriptions of gold and copper mining and the gold and copper mining industries, including

descriptions of geological formations and mining processes. We have explained some of these terms in Item 16: "Glossary of

Mining Terms" included in this annual report. This glossary may assist you in understanding these terms. Terms used in relation

to a particular mining property should be read together with the disclosure relating to that property and, where applicable, the

relevant Technical Report Summary ("TRS").

All references to websites in this annual report are inactive textual reference for information only and information contained

in or accessible through any such website does not form a part of this annual report.

PRESENTATION OF FINANCIAL INFORMATION

Harmony is a South African company and the majority of the Group's operations are located in South Africa. Accordingly,

our books of account are maintained in South African Rand and our annual financial statements are prepared in accordance

with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

This annual report includes our consolidated financial statements prepared in accordance with IFRS presented in the functional

currency of the Company, being South African Rand. All financial information, except as otherwise noted, is stated in accordance

with IFRS.

In this annual report, we also present “cash costs”, “cash costs per ounce”, “cash costs per kilogram”, “all-in sustaining

costs”, “all-in sustaining costs per ounce”, “all-in sustaining costs per kilogram”, "cash operating costs per tonne", "C1 cash

costs per tonne" and "adjusted free cash flows", which are non-GAAP measures. An investor should not consider these

measures in isolation or as alternatives to production costs, cost of sales, cash generated by operating activities or any other

measure of financial performance or liquidity calculated in accordance with IFRS. The calculation of cash costs, cash costs per

ounce/kilogram, all-in sustaining costs, all-in sustaining costs per ounce/kilogram, cash operating costs per tonne, C1 cash

costs per tonne and adjusted free cash flows, may vary significantly among gold and copper mining companies and, by

themselves, do not necessarily provide a basis for comparison with other gold and copper mining companies. Nevertheless,

Harmony believes that cash costs, cash costs per ounce/kilogram, all-in sustaining costs and all-in sustaining costs per ounce/

kilogram (for gold operations), cash operating costs per tonne and C1 cash costs per tonne (for copper operations) and adjusted

free cash flows (for the Group) are useful indicators to investors and management as they provide an indication of efficiency,

profitability, cash flows, the trend in costs as the mining operations mature over time on a consistent basis and an internal

benchmark of performance to allow for comparison against other mines, both within the Group and at other gold and copper

mining companies. For further information, see Item 5: “Operating and Financial Review and Prospects – Operating Results –

Key factors affecting our results – Costs" and "– Reconciliation of Non-GAAP Measures”.

We have included the US dollar equivalent amounts of certain information and transactions in Rand, Kina and A$. Unless

otherwise stated, we have translated assets and liabilities at the spot rate for the day, while the US$ equivalents of income

statement line items as well as cash costs and all-in sustaining costs have been translated at the average rate for the year

(R16.89 per US$1.00 for fiscal 2026 and R18.15 per US$1.00 for fiscal 2025). By including these US dollar equivalents in this

annual report, we are not representing that the Rand, Kina and A$ amounts actually represent the US dollar amounts, as the

case may be, or that these amounts could be converted at the rates indicated.

- iii -

Table of contents

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of the safe harbour provided by Section 21E of

the Exchange Act and Section 27A of the Securities Act, 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 forward-looking statements, including, among others, those relating to our future business prospects, revenues, and

the potential benefit of acquisitions (including statements regarding growth and cost savings) wherever they may occur in this

annual report and the exhibits to this annual report, and including any climate change-related statements, targets and metrics,

are necessarily 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 annual report. All statements other than statements of historical facts included in this report may be forward-looking

statements. Forward-looking statements also often use words such as “will”, “forecast”, “potential”, “estimate”, “expect” and

words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future

events and circumstances and should be considered in light of various important factors, including those set forth in this

disclaimer. Readers are cautioned not to place undue reliance on such statements. 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, PNG, Australia and elsewhere;

•the impact of, and measures taken to address infectious, communicable and other diseases, such as HIV, tuberculosis and

silicosis;

•high and rising inflation, supply chain issues, volatile commodity costs and other inflationary pressures exacerbated by the

Russian invasion of Ukraine and subsequent sanctions;

•estimates of future earnings, and the sensitivity of earnings to 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 gold and other metals prices;

•estimates of provision for silicosis settlement;

•increasing regulation of environmental and sustainability matters such as greenhouse gas ("GHG") emission and climate

change, and the impact of climate change on our operations;

•estimates of future tax liabilities under the Carbon Tax Act (as defined below);

•statements regarding future debt repayments;

•estimates of future capital expenditures;

•the success of our business strategy, exploration and development activities and other initiatives;

•future financial position, plans, strategies, objectives, capital expenditures, projected costs and anticipated cost savings

and financing plans;

•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, as well

as at existing operations;

•fluctuations in the market price of gold and other metals;

•the occurrence of hazards associated with underground and surface gold mining;

•the occurrence of labour disruptions related to industrial action or health and safety incidents;

•ageing infrastructure, unplanned breakdowns and stoppages that may delay production, increase costs and industrial

accidents;

•power cost increases as well as power stoppages, fluctuations and usage constraints;

•supply chain shortages and increases in the prices of production imports and the availability, terms and deployment of

capital;

•our ability to hire and retain senior management, sufficiently technically skilled employees, as well as our ability to achieve

sufficient representation of historically disadvantaged persons ("HDPs") in management positions or sufficient gender

diversity in management positions or at board level;

•our ability to comply with requirements that we operate in a sustainable manner and provide benefits to affected

communities;

•potential liabilities related to occupational health diseases;

•changes in government regulation and the political environment, particularly tax and royalties, mining rights, health, safety,

environmental regulation and business ownership including any interpretation thereof;

- iv -

Table of contents

•court decisions affecting the mining industry, including, without limitation, regarding the interpretation of mining rights;

•our ability to protect our information technology ("IT") and communication systems and the personal data we retain;

•risks related to the failure of internal controls;

•the outcome of pending or future litigation or regulatory proceedings;

•fluctuations in exchange rates and currency devaluations and other macroeconomic monetary policies, as well as the

impact of South Africa exchange control regulations;

•the adequacy of the Group’s insurance coverage;

•any further downgrade of South Africa's credit rating;

•socio-economic or political instability in South Africa, Australia, PNG and other countries in which we operate;

•changes in technical and economic assumptions underlying our mineral reserves estimates;

•geotechnical challenges due to the ageing of certain mines and a trend toward mining deeper pits and more complex, often

deeper underground, deposits; and

•actual or alleged breach or breaches in governance processes, fraud, bribery or corruption at our operations that leads to

censure, penalties or negative reputational impacts.

The foregoing factors and others described under “Risk Factors” should not be construed as exhaustive.

We undertake 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. All subsequent written or oral forward-looking statements attributable to Harmony or any person acting on its

behalf are qualified by the cautionary statements herein.

1

Table of contents

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. [Reserved]

B. CAPITALISATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

In addition to the other information included in this annual report and the exhibits, you should also carefully consider the

following factors related to our ordinary shares and American Depositary Shares ("ADSs"). There may be additional risks that

we do not currently know of or that we currently deem immaterial based on information currently available to us. Although we

have a formal risk policy framework in place, the maintenance and development of which is undertaken on an ongoing basis so

as to help management address systematic categories of risk associated with our business operations, any of these risks could

have a material adverse effect on our business, financial condition or results of operations, leading to a decline in the trading

price of our ordinary shares or our ADSs. The risks described below may, in retrospect, turn out to be incomplete and therefore

may not be the only risks to which we are exposed. Additional risks and uncertainties not presently known to us or that we now

believe are immaterial (and have therefore not been included), could also adversely affect our business, results of operations or

financial condition. The order of presentation of the risk factors below does not indicate the likelihood of their occurrence or the

magnitude or the significance of the individual risks.

Summary of Risk Factors

Risks Related to Commodity Prices, Cash Flow and Financial Performance

1Our profitability, cash flows, Mineral Reserve estimates and shareholder returns are highly dependent on

commodity prices

2Foreign exchange volatility may materially affect margins, earnings and project returns

3Inflationary pressures and escalating input costs may erode profitability and reduce future returns

4Our future growth strategy depends on sustained cash generation, continued access to capital and our ability

to service our debt and comply with financial covenants

5Certain factors may affect our ability to support the carrying value of our property, plant and equipment and

other assets, resulting in impairments

6Our financial flexibility could be constrained by exchange control regulations in the jurisdictions in which we

operate

7Sovereign, political, regulatory and macroeconomic developments in the jurisdictions in which we operate

may adversely affect our business

8We are subject to mining taxes, royalties and other regulatory imposts, and to policies and legislation relating

to greater state intervention in the mining sector

Risks Related to Operations and Business Resilience

1Safety incidents and loss of life may result in production losses, regulatory intervention and reputational

damage

2Exposure to mining-related health hazards may result in occupational disease and significant long-term

liabilities and costs

3Infectious disease outbreaks and endemic disease may disrupt our workforce and operations, and increase

costs

4Production is dependent on reliable energy supply and increasing energy costs may materially affect

profitability

5Water ingress, pumping obligations at adjacent closed mines, flooding and decant risk could interrupt

operations and create long-term liabilities

6Infrastructure constraints and ageing infrastructure could adversely affect our operations

7Illegal mining and organised criminal activity pose growing operational and safety risks

8Disruptions in critical supply chains may affect production, project execution and profitability

9Reliance on trackless mobile machinery ("TMM") exposes us to equipment-related production interruptions

10The use of contractors may expose us to delays or suspensions in mining activities and increases in mining

costs

2

Table of contents

11Our insurance coverage may be insufficient or unavailable to cover future losses

Risks Related to People, Labour and Organisational Capability

1Labour instability may materially affect production and costs

2We may be unable to attract and retain the critical skills and organisational capability required to execute our

strategy

Risks Related to Mineral Resources, Mineral Reserves, Growth Projects and Portfolio Transformation

1Mineral Resource and Mineral Reserve estimates may prove inaccurate

2Failure to replace depleted Mineral Reserves could undermine long-term production and value creation

3Strategic projects may not achieve expected returns

4Acquisitions, portfolio transformation initiatives and joint ventures may expose Harmony to integration and

execution risks

5Intense industry competition and consolidation may adversely affect our ability to acquire assets, equipment

and skilled personnel

Risks Related to Climate, Environment and Social Licence

1Climate change presents material physical risks to our operations and long-term value creation

2Decarbonisation, carbon pricing and emerging climate regulation may increase costs and capital requirements

3Environmental liabilities, rehabilitation obligations, biodiversity requirements and closure costs may be

materially higher than expected

4We may have exposure to rehabilitate groundwater and land pollution, and financial provisioning requirements

may require additional provisions

5Our operations depend on water use licences and other environmental authorisations

6A tailings facility failure could have far-reaching consequences, and adverse developments concerning the

proposed deep-sea tailings placement ("DSTP") at Wafi-Golpu could materially adversely affect the project and

our business

7Failure to maintain our social licence to operate could affect current and future operations

8We may fail to meet environmental, social and governance ("ESG") performance expectations and published

targets, which could affect reputation, stakeholder confidence and access to capital

Risks Related to Technology, Cybersecurity and Digital Resilience

1Technology failures could disrupt mining operations and business continuity

2Cybersecurity incidents may materially disrupt operations and expose Harmony to financial and reputational

harm

3Failures of our IT security processes and violations of data protection laws may result in regulatory penalties,

fines and reputational damage

4Emerging technologies, including artificial intelligence ("AI"), may introduce new operational, legal and

governance risks

Risks Related to Regulation, Compliance, Governance and Legal Matters

1Laws governing mineral rights affect our business and our mining rights could be altered, suspended or

cancelled

2Laws governing health and safety affect our business and could impose significant costs and burdens

3Changes to mining, environmental, safety, water and other resource-related laws could materially increase our

costs and liabilities

4Litigation, regulatory proceedings and other legal disputes may result in material losses and operational

disruption

5We have identified material weaknesses in internal control over financial reporting, which may adversely affect

investor confidence

6Compliance with new and changing corporate governance and public disclosure requirements increases our

costs of compliance

7Corruption, bribery, fraud and other compliance failures may result in penalties, operational restrictions and

reputational damage

8Increased audit and compliance requirements could result in higher costs, increased management demands,

and delays in financial reporting

9Future restatements or corrections could adversely affect investor confidence and expose us to additional

costs and liability

3

Table of contents

Risks Related to Our Ordinary Shares and ADSs

1We may not pay dividends or make similar payments to our shareholders in the future

2Our ordinary shares are subject to dilution as a result of our employee share schemes

3Fluctuations in exchange rates may reduce the market value of our securities and of any dividends or

distributions paid by us

4Investors may face liquidity risk in trading our ordinary shares on the JSE Limited ("JSE")

5Shareholders outside South Africa may not be able to participate in future issues of securities

6Investors in the United States may have difficulty bringing actions and enforcing judgments against us, our

directors and our executive officers

7US securities laws do not require us to disclose as much information as a US company, and investors may

receive less information about us

Risks Related to Commodity Prices, Cash Flow and Financial Performance

Our profitability, cash flows, Mineral Reserve estimates and shareholder returns are highly dependent on commodity

prices

Harmony derives substantially all of its revenue from sales of gold, and is increasing its exposure to copper through the

Cornish, Scottish and Australian Copper Mine ("CSA"), the Eva Copper Project and the Wafi-Golpu Project. Silver is also

produced as a by-product of gold and copper mining. As a rule, we sell our commodities at the prevailing market price. We

maintain a commodity hedging programme for a portion of our future production; our remaining unhedged future production is

not protected against price decreases. Due to their significance, our operating performance, cash generation, asset values and

long-term growth prospects are significantly dependent on prevailing and future gold and copper prices. See Item 4: “Information

on the Company – Business Overview – Gold and Copper Price Volatility”.

Gold and copper prices are inherently volatile and are affected by numerous factors beyond our control, including global

economic conditions, inflation, interest rates, geopolitical developments, changes in investor sentiment, exchange-rate

movements, central bank activities and fluctuations in global supply and demand. Commodity prices may experience significant

short-term volatility as well as sustained periods of weakness.

A decline in gold or copper prices may materially reduce revenue, operating margins and cash flows generated from our

operations. Lower commodity prices may also reduce the economic viability of certain mining areas and development projects,

require revisions to mine plans, increase cut-off grades and result in reductions to Mineral Resources and Mineral Reserves. A

fall in the gold and/or copper price below our cash cost of production and the capital expenditure required to maintain

production, for any sustained period, may lead to losses and require us to curtail or suspend certain operations. In addition,

lower price assumptions may result in asset impairment charges and reduce the expected returns of strategic growth projects.

The economics of our development pipeline, capital allocation decisions and long-term growth strategy are highly

dependent on assumptions regarding future commodity prices. If gold or copper prices decline significantly or remain depressed

for an extended period, we may defer, modify or cancel development, exploration or expansion activities. Reduced cash

generation may also constrain our ability to fund sustaining capital expenditure, growth projects, acquisitions and dividend

distributions.

Because commodity prices directly influence investor expectations regarding earnings, free cash flow, Mineral Reserves,

project economics and future growth, significant adverse movements in gold or copper prices may negatively affect the market

value of our ordinary shares and ADSs.

Accordingly, fluctuations in gold and/or copper prices could materially adversely affect Harmony's revenue, profitability,

cash flows, Mineral Resources and Mineral Reserves, growth prospects, results of operations, financial condition and

shareholder value. In addition, while commodity prices have increased significantly in recent periods, there can be no assurance

that those price levels will continue or be sustained for any particular period. See Item 5: "Operating and Financial Review and

Prospects – Operating Results – Key factors affecting our results – Gold and Copper Prices" and Item 11: "Quantitative and

Qualitative Disclosures about Market Risk".

Foreign exchange volatility may materially affect margins, earnings and project returns

Harmony operates across multiple jurisdictions and is exposed to fluctuations in exchange rates between the US dollar,

South African rand, Australian dollar and Papua New Guinea Kina. Gold is priced throughout the world in US dollars and, as a

result, our revenue is realised in US dollars, while a substantial portion of our operating costs, capital expenditure, labour costs

and contractor expenses are incurred in rand and other non-US currencies. As a result, exchange rate movements have a direct

impact on our profitability, cash flows and investment returns.

From time to time, we may implement currency hedges intended to reduce exposure to foreign currency risk, which we

began doing in fiscal 2016 and will continue for as long as it remains part of our risk management policy. This hedging strategy

is currently implemented up to 25% of our estimated exposure, and our unhedged foreign exchange exposure will continue to be

subject to market fluctuations.

Foreign exchange rates are influenced by a range of factors beyond our control, including global economic conditions,

inflation, interest rate movements, monetary policy decisions, geopolitical events, commodity price fluctuations, sovereign credit

developments and changes in investor confidence. Exchange rate volatility may occur rapidly and with little warning.

4

Table of contents

Any significant and sustained appreciation of the rand, Australian dollar or Kina against the US dollar will materially reduce

our revenues and overall net income and increase our operating and capital costs when translated into US dollar terms.

Conversely, significant depreciation of local currencies may contribute to inflationary pressures, increase wage and contractor

cost demands, raise the cost of imported equipment and consumables and create broader economic instability in the

jurisdictions in which we operate. Foreign exchange movements may also affect the valuation of assets and liabilities, influence

Mineral Reserve and Mineral Resource assumptions, impact impairment assessments and alter the economics of existing

operations and development projects.

The returns expected from major growth projects are based on long-term assumptions regarding exchange rates as well as

commodity prices and operating costs. Significant or sustained adverse currency movements may increase project costs,

reduce forecast returns, delay investment decisions or affect the economic viability of expansion and development opportunities.

Accordingly, foreign exchange volatility could materially adversely affect Harmony's operating margins, earnings, cash

flows, project returns, results of operations, financial condition, growth prospects and shareholder value, and may adversely

affect the market value of our ordinary shares and ADSs. See Item 11: "Quantitative and Qualitative Disclosures about Market

Risk".

Inflationary pressures and escalating input costs may erode profitability and reduce future returns

Mining operations require significant expenditure on labour, electricity, fuel, explosives, reagents, mining equipment,

contractor services and other production inputs. Harmony's operations in South Africa, PNG and Australia are exposed to

inflationary pressures affecting both operating costs and capital expenditure.

Prolonged periods of inflation may reduce profitability by increasing our fixed and variable costs and expenses, including

raw material, transportation and labour costs. If these increased costs are not offset by an increase in the gold price or by

devaluation in our operating currencies, they could have a material adverse effect on our business, operating results and

financial condition.

There is considerable uncertainty regarding the medium-term trajectory of input costs. Leading forecasting agencies and

market participants maintain divergent views on future energy demand and supply dynamics. Supply chain pressures, including

international logistics costs and producer investment cycles, continue to influence the pricing of mining consumables across all

categories of inputs we require.

Significant risks to input costs persist from multiple sources. Geopolitical tensions and conflicts in major producing and

consuming regions, including the ongoing conflict in the Middle East involving Iran and the disruption to commercial shipping

through the Strait of Hormuz, have disrupted global fuel and freight markets and have caused general global economic

conditions to deteriorate. Russia’s invasion of Ukraine led to economic sanctions and other measures, which had a significant

impact on commodity prices, including increased oil, gas and gold prices. The oil price is a driver of a number of input costs,

including diesel and transport costs, while gas prices affect power costs and other commodity prices drive direct mining and

processing costs. International sanctions on major commodity producers, trade restrictions and regional conflicts may disrupt

supply chains, restrict access to equipment or materials, or create shipping and logistics bottlenecks. Weather-related

disruptions to mining equipment supply, energy generation capacity and production processes across our operational

jurisdictions could create localised cost pressures. These inflationary pressures could also cause interest rates and the cost of

borrowings to increase.

Significant and sustained increases in input costs could materially affect project economics and the financial viability of

new mining developments, expansions or marginal operations, and may reduce the cash available to fund operations,

exploration activities, growth projects, acquisitions and dividend distributions.

Accordingly, inflationary pressures and escalating input costs could materially adversely affect Harmony's cost structure,

operating margins, project returns, cash flows, results of operations and financial condition, and may magnify the impact of other

risks described in this annual report.

Our future growth strategy depends on sustained cash generation, continued access to capital and our ability to

service our debt and comply with financial covenants

Harmony's growth strategy, sustaining capital programme, exploration activities and shareholder returns depend on our

ability to generate sufficient cash from operations and to access debt and equity capital on acceptable terms. Our ability to

service our debt and maintain compliance with financial covenants depends on our financial performance, which in turn is

affected by our operating performance and by financial and other factors, in particular the gold price, certain of which are beyond

our control.

In June 2026, we entered into a US$500 million sustainability-linked syndicated revolving credit facility (the “US$500

Million Syndicated Facility”), a A$500 million sustainability-linked syndicated loan facility (the “A$500 Million Syndicated

Facility”), a R4 billion sustainability-linked revolving credit facility (the “R4 Billion Syndicated Revolving Credit Facility”) and

a R3 billion six- and a- half-year term green loan facility (the "R3 Billion Green Term Loan"). On 2 July 2026, US$400 million

was drawn under the US$500 Million Syndicated Facility and A$250 million was drawn under the A$500 Million Syndicated

Facility. See note 39 "Subsequent events" to our consolidated financial statements set forth beginning on page F-1 and Item 5:

“Operating and Financial Review and Prospects – Liquidity and Capital Resources – Outstanding Credit Facilities, Refinancing

and Other Borrowings”.

5

Table of contents

Various financial and other factors may result in an increase in our indebtedness, which could adversely affect us in several

respects, including by: limiting our ability to access the capital markets; hindering our flexibility to plan for or react to changing

market, industry or economic conditions; limiting the amount of cash flow available for future operations, acquisitions, dividends

or other uses; making us more vulnerable to economic or industry downturns, including interest rate increases; increasing the

risk that we will need to sell assets, possibly on unfavourable terms, to meet payment obligations; or increasing the risk that we

may not meet the financial covenants contained in our debt agreements or make all required debt payments when due.

In the near term, we expect to manage our liquidity needs from cash generated by our operations, cash on hand,

committed and unutilised facilities and additional funding opportunities. However, if our cost of debt were to increase, or if we

were to encounter difficulties in obtaining financing in the future, our sources of funding may not match our financing needs.

A reduction in financial flexibility may also affect our ability to pursue strategic opportunities, replenish Mineral Resources

and Mineral Reserves through exploration and development activities, meet financial obligations, maintain dividend payments or

respond effectively to changing market conditions. As investors often assess mining companies on their ability to fund growth

while maintaining financial discipline and shareholder returns, constraints on cash generation or capital availability may

adversely affect market perceptions of Harmony's future growth prospects and long-term value.

Accordingly, insufficient cash generation, restricted access to capital, an inability to service our debt or comply with

financial covenants, or a downgrade of Harmony's or a relevant sovereign's credit rating that increases our financing costs could

materially adversely affect Harmony's growth strategy, project development pipeline, cash flows, results of operations, financial

condition, dividend-paying capacity, prospects and shareholder value. See Item 5: "Operating and Financial Review and

Prospects – Liquidity and Capital Resources – Cash flows from financing activities" and "– Outstanding Credit Facilities,

Refinancing and Other Borrowings".

Certain factors may affect our ability to support the carrying value of our property, plant and equipment and other

assets, resulting in impairments

We review and test the carrying values of our assets when events or changes in circumstances suggest that the carrying

amount may not be recoverable, and impairments may be recorded as a result of the testing performed.

At least annually for goodwill, and whenever there are indications that impairment of property, plant and equipment and

other non-financial assets may have occurred, estimates of expected future cash flows for each group of assets are prepared in

order to determine recoverable amounts. These estimates are prepared at the lowest level at which identifiable cash flows are

considered to be independent of the cash flows of other mining assets and liabilities. Expected future cash flows are inherently

uncertain and could change materially over time. Such cash flows are significantly affected by Mineral Reserve and production

estimates, together with economic factors such as spot and forward gold prices, discount rates, currency exchange rates,

estimates of the costs to produce Mineral Reserves and future capital expenditure.

Our market capitalisation on any reporting date is calculated on the basis of the price of our shares and ADSs on that date,

which may trade in a wide range through the fiscal year depending on market conditions and sentiment, including in relation to

the gold price. Where our market capitalisation is less than our net asset or book value, this could indicate a potential

impairment and we may be required to record an impairment charge in the relevant period.

As at 30 June 2026, we had substantial amounts of property, plant and equipment and other assets on our consolidated

balance sheet. No impairment charges relating to property, plant and equipment and other assets were recorded in fiscal 2025.

An impairment reversal of R2.8 billion was recorded for fiscal 2026, which increased the carrying amounts of the relevant assets

and, consequently, the amounts subject to potential impairment in future periods. Future changes in the assumptions used to

determine recoverable amounts could result in material impairment charges.

Accordingly, if management is required to recognise impairment charges in the future, this could materially adversely affect

Harmony's reported earnings, results of operations, financial condition and the market value of our ordinary shares and ADSs.

See Item 5: "Operating and Financial Review and Prospects" and the related notes to our consolidated financial statements.

Our financial flexibility could be constrained by exchange control regulations in the jurisdictions in which we operate

South Africa's Exchange Control Regulations restrict the export of capital from South Africa. Transactions between South

African residents (including companies) and non-residents, excluding residents of the Common Monetary Area, comprising the

Republic of Namibia and the Kingdoms of Lesotho and Eswatini, are subject to exchange controls enforced by the South African

Reserve Bank ("SARB"). South African companies remain subject to restrictions on their ability to deploy capital outside South

Africa.

These restrictions could hinder our financial and strategic flexibility, particularly our ability to raise funds outside South

Africa, deploy capital for international acquisitions or projects and repatriate earnings. Given the increasing proportion of our

asset base (including CSA) and growth pipeline located outside South Africa, namely, the Eva Copper Project and the Wafi-

Golpu Project, constraints of this nature may become more significant to the execution of our strategy.

Our operations in PNG, including the export of gold and the operation of approved offshore foreign currency accounts, are

subject to the foreign exchange control and other directives of the Bank of PNG. PNG is presently subject to shortages of

foreign currency. The withdrawal of existing approvals or the imposition of further restrictions could hinder our financial and

strategic flexibility and limit our ability to make offshore payments.

Accordingly, exchange control restrictions could materially adversely affect Harmony's financial flexibility, ability to fund and

execute international growth projects, cash flows, results of operations and financial condition.

6

Table of contents

Sovereign, political, regulatory and macroeconomic developments in the jurisdictions in which we operate may

adversely affect our business

Harmony's operations, projects and growth pipeline are located in South Africa, Australia and PNG. Our performance is

therefore exposed to sovereign, political, fiscal, regulatory, security and macroeconomic conditions in those jurisdictions, as well

as to global economic conditions more broadly. A significant proportion of our operations, assets and cash flows remains

concentrated in South Africa, and adverse developments there may therefore have a disproportionate effect on the Group. A

global economic downturn may have follow-on effects on our business, including reduced availability of credit, increased

counterparty risk and reduced demand.

South Africa's sovereign credit is currently rated BB by Fitch and S&P Global, and Ba2 by Moody's, placing the country two

notches below investment grade. On 22 May 2026, Moody’s affirmed South Africa's rating at Ba2 and changed the outlook to

positive; on 25 May 2026, S&P affirmed South Africa's rating at BB with a positive outlook following a credit upgrade from BB- in

November 2025; and on 5 June 2026, Fitch upgraded South Africa's rating to BB from BB- with a stable outlook.

S&P reaffirmed Australia's AAA rating with a stable outlook on 30 September 2025, and again on 6 August 2026. S&P

revised PNG's outlook to positive from stable on 19 June 2026, while affirming the B-/B ratings. While our exposure is currently

driven primarily by South Africa's sovereign risk rating, the integration of CSA (through the acquisition of MAC Copper Limited

("MAC Copper")) and the development of the Eva Copper Project in Australia have increased the geographic diversification of

our activities. Management anticipates that the Group's relative exposure to sovereign risk will continue to evolve as our portfolio

develops, including through the progression of projects such as Wafi-Golpu.

On 24 October 2025, South Africa was removed from the Financial Action Task Force ("FATF") grey list, having been

placed on it in February 2023. The initial grey listing subjected the country to enhanced monitoring due to strategic deficiencies

in its anti-money laundering and counter-financing of terrorism ("AML/CFT") regime. Any future re-grey-listing or perceived

backsliding in AML/CFT effectiveness could adversely affect our business, operating results and financial condition.

Accordingly, adverse sovereign, political, regulatory, economic or macroeconomic developments in South Africa, Australia,

PNG or any other jurisdiction in which we operate could materially adversely affect our production, operating costs, cost of

capital, access to financing, cash flows, growth strategy, results of operations, financial condition, prospects and the market

value of our ordinary shares and ADSs.

Broader geopolitical developments, including tensions between South Africa and the United States relating to foreign

policy, trade, sanctions and security matters, may adversely affect South Africa’s bilateral relationships, access to international

markets and capital and international investor sentiment. Actual or threatened tariffs or other trade measures, restrictions on

financial flows or shifts in foreign policy could increase procurement costs, weaken South Africa’s macroeconomic environment,

raise our cost of capital or restrict our access to financing, which could materially adversely affect our business, cash flows,

results of operations and financial condition.

We are subject to mining taxes, royalties and other regulatory imposts, and to policies and legislation relating to

greater state intervention in the mining sector

With increasing resource nationalism in recent years, governments, communities, non-governmental organisations

("NGOs") and trade unions in several jurisdictions have sought, and in some cases imposed, greater participatory imposts on

the mining industry. In PNG, draft legislation has been proposed that envisages greater state intervention in the mining industry,

including the revision of existing royalties, the imposition of new taxes, and an increase in government holdings in mining

companies. In South Africa, the Expropriation Act 13 of 2024 (the "Expropriation Act") has been enacted but, as at the date of

this annual report, has not commenced. The Expropriation Act provides a framework for the expropriation of property for a public

purpose or in the public interest and identifies limited circumstances in which nil compensation may be just and equitable. The

timing of its commencement and the manner in which it may be applied remain uncertain. Such imposts, whether in the form of

taxes, royalties and levies, interference in project management, mandatory social investment requirements, local content

requirements or creeping expropriation, are an increasing feature of the global mining industry. Changes in tax laws, their

interpretation or enforcement, or challenges to our tax positions, could also increase our tax liabilities, result in penalties or

disputes and adversely affect project returns and cash flows. 

Since 2009, the mining regime in PNG has been the subject of a comprehensive ongoing review involving various PNG

Government agencies. Several draft revisions of the Papua New Guinea Mining Act 1992 (the "PNG Mining Act") have been

released for industry and public comment, most notably in 2018 and 2020, with the most recent draft, "the PNG Draft Mining

Bill 2025", released for consultation in February 2025. The PNG Draft Mining Bill 2025 proposes substantial reforms, including

empowering the State to acquire up to 30% equity, with deferred payments, in mining projects; adjusting royalties to 5% with

state equity or 10% without; and expanding compensation mechanisms and environmental protections, including banning

riverine tailings and requiring stronger mine-closure planning and financial provisioning. If enacted and applied to our operations

and projects in PNG, these revisions could have a material adverse effect on our business, operating results and financial

condition. We continue to engage with the PNG Government and relevant regulators, indirectly through the Papua New Guinea

Chamber of Resources and Energy ("PNG CORE") and directly with the Papua New Guinea Mineral Resources Authority ("PNG

MRA") and the Conservation and Environment Protection Authority ("CEPA").

In addition, further financial provision may be required in future for rehabilitation purposes, with restrictions on when such

funds may be accessed. Concurrent rehabilitation must be funded from operational budgets without recourse to rehabilitation

funds. The Carbon Tax Act, 15 of 2019 (the "Carbon Tax Act") provides for several allowances aimed at reducing the overall tax

liability; these allowances are expected to be reduced over time, meaning that if operational measures are not implemented to

reduce GHG emissions, carbon tax obligations will increase.

7

Table of contents

Accordingly, the imposition of additional restrictions, obligations, operating costs, taxes or royalty payments, or measures

relating to state intervention or expropriation, could materially adversely affect Harmony's business, cash flows, project

economics, operating results and financial condition. See Item 4: "Information on the Company – Business Overview – Land

expropriation", "– Taxation - Base erosion and profit shifting" and "– Renewable energy".

Risks Related to Operations and Business Resilience

Safety incidents and loss of life may result in production losses, regulatory intervention and reputational damage

Mining is inherently complex and hazardous, with safety risks arising from geological conditions, underground working

environments, equipment, infrastructure and human factors. Harmony operates a number of deep-level and technically

challenging mining operations, including some of the deepest underground mines in the world, as well as the underground CSA

in Australia and the Hidden Valley mine in PNG. These operations are exposed to hazards such as seismicity, fall-of-ground

events, heat, fire and machinery-related incidents.

In each of the jurisdictions in which we operate, regulators have broad powers to suspend or close operations that are

considered unsafe or hazardous and to require corrective action. In South Africa, the Mine Health and Safety Inspectorate

("MHSI") may halt operations pending investigation and remediation; in Australia, mining safety is regulated at state level, and

the relevant state regulators may direct the suspension of mining activities; and in PNG, mining safety inspectors may order the

cessation of operations for such period as they consider necessary. Such stoppages may occur at short notice and for

indeterminate periods, and may affect production volumes, operating costs and the achievement of mine plans, whether or not

an injury has occurred.

Safety incidents may also give rise to regulatory investigations, prosecutions, fines, civil claims and compensation

obligations, and may damage relationships with employees, organised labour, regulators, host communities and investors.

Because safety performance is a principal measure by which mining companies are assessed by regulators, employees and

providers of capital, significant or repeated incidents may adversely affect our reputation, our licence to operate and our access

to capital.

Accordingly, safety incidents and loss of life could materially adversely affect Harmony's production, operating costs, cash

flows, results of operations, financial condition, reputation and shareholder value. See Item 4: "Information on the Company –

Business Overview – Regulation – Health and Safety" and "Integrated Annual Report for the 20-F 2026 – Sustainability

performance – Safety".

Exposure to mining-related health hazards may result in occupational disease and significant long-term liabilities and

costs

Our operations are subject to health and safety legislation and regulations, which could impose significant cost burdens on

us. The nature and extent of these obligations vary across the jurisdictions in which we operate and may include requirements

relating to occupational exposure management, occupational hygiene monitoring, health surveillance, medical services and

other measures intended to protect worker health.

Our employees and contractors may be exposed to occupational health hazards associated with underground and surface

mining and related activities. Depending on the operation and work performed, these may include respirable dust and crystalline

silica, diesel particulate matter, noise, heat and other airborne and chemical contaminants. Prolonged or significant exposure to

these hazards may result in occupational disease, including silicosis and other occupational lung diseases, noise-induced

hearing loss and other exposure-related conditions. Employees and former employees may contract occupational diseases

arising from exposure at our operations. Because such diseases may develop only after prolonged latency periods, claims may

be brought many years after the exposure occurred, including in respect of operations we no longer own, and may give rise to

liabilities that were not previously identified or provided for.

In South Africa, the Mine Health and Safety Act, 29 of 1996 ("MHSA") imposes various duties on mines and grants the

MHSI broad powers to, among others, close mines which are unsafe or hazardous to the health of persons and order corrective

action on health and safety matters.

There is a risk that the cost of providing measures prescribed by the MHSA and regulations for the protection of health and

safety at mines, including the provision of health services and compliance with applicable regulations, including the

Compensation for Occupational Injuries and Diseases Act, 130 of 1993 ("COIDA"), and the Occupational Diseases in Mines and

Works Act, 78 of 1973 ("ODMWA"), could increase in future, depending on changes to underlying legislation, legal claims and

the profile of our employees. This increased cost, should it transpire, could be substantial, but is currently indeterminate.

The Occupational Lung Disease Working Group ("Working Group"), was formed in fiscal 2014 to address issues relating

to compensation and medical care for occupational lung disease in the South African gold mining industry. The Working Group,

made up of various gold mining companies has had extensive engagements with a wide range of stakeholders, including

government, organised labour and the legal representatives of claimants.

We have been subject to numerous claims, including class actions or similar group claims relating to silicosis and other

occupational lung diseases, and could be subject to similar claims in the future. For instance, in May 2016, the High Court of

South Africa (Gauteng Division) certified a class action by current and former mine workers against gold mining companies in

South Africa, including us.

8

Table of contents

The matter was subsequently settled in May 2018. The terms of the settlement are available on our website. Accordingly,

the Tshiamiso Trust was created for the purpose of administering the settlement funds. On 31 January 2020, the Working Group

commenced the payment of its quarterly administration and benefit contributions to the Tshiamiso Trust to enable the trustees to

settle benefits of eligible claimants. See Item 8: "Financial Information – Consolidated Statements and Other Financial

Information – Legal Proceedings" and "Integrated Annual Report for the 20-F 2026 – Sustainability performance – Health and

wellbeing" on pages 86 to 102 for further information. See note 25 "Other Provisions – Provision for silicosis settlement" to our

consolidated financial statements set forth beginning on page F-1.

At 30 June 2026, the provision in our statement of financial position was R252 million. We believe that this remains a

reasonable estimate of our share of the estimated cost in relation to the Working Group of the settlement of the class action

claims and related costs. The final settlement costs and related expenditure may, however, be higher than the recorded

provision depending on various factors, such as, among other things, differences in the number and profile of eligible claimants

actually compensated compared to current estimates.

It is possible that additional class actions or individual claims relating to silicosis or other occupational health diseases will

be filed against us in future. We will defend any such claims on their merits. Should we be unsuccessful in defending such

claims, or in otherwise favourably resolving perceived deficiencies in the national occupational disease compensation framework

identified in the earlier decision of the Constitutional Court, such matters would have an adverse effect on our financial position,

which could be material.

Occupational diseases may have long latency periods, and claims may arise many years after the relevant exposure

occurred. Accordingly, we may also be exposed to liabilities arising from historical occupational exposures, including exposures

that occurred before an operation was acquired by us.

We are not aware of current or legacy occupational exposure-related claims in relation to our operations in Australia or

PNG, but as a mining operator there is a risk that such claims could be brought in future.

Occupational health liabilities may require significant cash payments over extended periods and may increase operating

costs, insurance costs and compliance requirements, reducing funds available for sustaining capital expenditure, growth

projects, exploration, acquisitions and dividend distributions. Because these liabilities may persist long after mining activities

have occurred and involve substantial estimation uncertainty, they represent a significant long-term business risk.

Accordingly, occupational health risks, including risks relating to silicosis, tuberculosis and other occupational diseases,

could materially adversely affect Harmony's cash flows, results of operations, financial condition, reputation, growth prospects

and shareholder value. See Item 8: "Financial Information – Consolidated Statements and Other Financial Information – Legal

Proceedings", note 25 "Other Provisions – Provision for silicosis settlement" to our consolidated financial statements, and

"Integrated Annual Report for the 20-F 2026 – Sustainability performance – Health and wellbeing".

Infectious disease outbreaks and endemic disease may disrupt our workforce and operations, and increase costs

At certain of our operations, employees and contractors may be exposed to infectious diseases through person-to-person

or vector-borne transmission or other environmental pathways. Close working environments, shared accommodation, workforce

mobility, local disease prevalence and exposure to disease vectors may increase the likelihood of infection and the potential for

workforce disruption.

In South Africa, the prevalence of HIV within Harmony remains high, owing to the repercussions of historical migrant labour

practices and other factors. A high proportion of affected employees have been identified and placed in treatment; however, the

status of a significant population remains unknown, potentially creating labour availability and cash flow uncertainty.

Tuberculosis within Harmony, and in the gold mining industry generally, also remains high. Although the tuberculosis incidence

rate is declining, it remains subject to close monitoring, as it is influenced both by HIV and by exposure to silica dust.

In PNG, endemic infectious diseases, including malaria and tuberculosis, together with the increasing national burden of

HIV, remain risks to workforce health and to operational continuity.

In Australia, the endemic disease burden differs materially from that of our other operations: HIV and tuberculosis occur at

comparatively low levels and malaria is not endemic. Infectious disease outbreaks and other public health events may still affect

workforce availability and operational continuity, particularly where workforce mobility increases transmission risk.

Preventative, surveillance, treatment, vaccination, health promotion and response measures may increase our operating

costs and may interfere with management and employee productivity, and may not prevent workforce disruption or other impacts

arising from infectious disease or public health emergencies. Our property and business interruption insurance and liability cover

may not cover, or may be insufficient to cover, losses resulting from public health emergencies and other events that disrupt our

operations.

The extent to which infectious diseases may affect our operational and financial performance will depend on future

developments that are uncertain and difficult to predict. Accordingly, absenteeism, loss of skills, production disruption or

healthcare costs arising from infectious disease could materially adversely affect our productivity, business continuity, operating

results, cash flows and financial condition.

Production is dependent on reliable energy supply and increasing energy costs may materially affect profitability

South Africa's mining sector, including our operations, is heavily dependent on electricity supplied by Eskom Holdings SOC

Limited ("Eskom"), the state-owned utility, which relies primarily on fossil fuels. Over the past decade Eskom has faced

significant challenges, and our South African operations remain exposed to risks associated with electricity supply instability and

escalating power costs. Systemic risks persist as a result of Eskom's ageing infrastructure, financial constraints and limited

capacity for sustained maintenance and upgrades, posing ongoing threats to electricity reliability.

9

Table of contents

Unstable power supply can damage equipment, disrupt production, compromise the safe transport of employees

underground and reduce recovery rates. Deep-level underground operations are particularly sensitive to interruptions affecting

hoisting, ventilation, refrigeration and pumping. Rising electricity costs continue to erode free cash flow margins, potentially

affecting mine life, project viability and overall financial performance.

Our Australasian operations have differing energy profiles, and each carries a distinct exposure. CSA in New South Wales

draws its power from the electricity grid. Grid supply has been reliable and back-up generation has not been considered

necessary or critical, with the result that the mine has limited alternative supply and a sustained outage or curtailment of grid

power would interrupt production. The Eva Copper Project in Queensland is located in a remote region that is not connected to

the National Electricity Market. Power for the project is to be supplied under a long-term power purchase agreement through a

dedicated off-grid hybrid facility combining solar generation, battery storage and thermal generation. While this arrangement is

intended to provide reliable, lower-emission power, the project remains exposed to reliance on a third-party power provider, to

the performance and availability of off-grid generation infrastructure, to fuel supply for the thermal component and to the cost of

energy, each of which could affect operating and development costs and project economics.

In PNG, our Hidden Valley mine relies on power from the state utility, Papua New Guinea Power Limited ("PNG Power")

which cannot be relied upon for security of power. The amount of power imported from PNG Power has increased marginally

over the last three years, with approximately 67% of the mine's daily power demand met by PNG Power and the remaining 33%

self-generated using the mine's diesel power station. Risks associated with self-generation include exposure to diesel price

increases, danger to road users and pedestrians in the transport of fuel to site, and potentially higher associated GHG

emissions.

Accordingly, disruptions to electricity supply and rising power costs could materially adversely affect Harmony's production,

operating costs, recovery rates, project viability, cash flows, results of operations and financial condition. See Item 5: "Operating

and Financial Review and Prospects – Operating Results – Key factors affecting our results – Electricity in South Africa" and

"Integrated Annual Report for the 20-F 2026 – Sustainability performance – Climate and energy".

Water ingress, pumping obligations at adjacent closed mines, flooding and decant risk could interrupt operations and

create long-term liabilities

Certain of our mining operations in South Africa are adjacent to the mining operations of other companies. A mine closure

can affect continued operations at an adjacent mine if appropriate preventative steps are not taken. In particular, this could

include the ingress of underground water when pumping operations at the closed mine are suspended. This can result in

damage to property, operational disruptions and additional pumping costs, which could adversely affect any one of our adjacent

mining operations and, in turn could adversely affect our business, operating results and financial condition.

In connection with our acquisition in 2018 of the Moab Khotsong and Great Noligwa mines from AngloGold Ashanti Limited

("AngloGold"), together with other assets and related infrastructure, we acquired a two-thirds interest in the Margaret Water

Company NPC ("Margaret Water") for all pumping and water-related infrastructure at its Margaret shaft. The shaft operates for

the purpose of de-watering the Klerksdorp, Orkney, Stilfontein, Hartbeesfontein basin groundwater. This is to allow Moab

Khotsong operations and the mine operated by Kopanang Gold Mining Company Proprietary Limited (the mining company

holding the remaining one-third interest in Margaret Water and the only other mining company continuing to operate in the area)

to remain dry and to prevent flooding of operational areas. Therefore, it remains imperative for the shaft to continue pumping

water.

Flooding and potential decant in the future resulting from a failure in pumping and water-related infrastructure could pose

an unpredicted "force majeure" type event, which could result in financial liability for us, and could have an adverse impact on

our operations and financial condition. Due to interconnectivity with adjacent mines, the Doornkop and Kusasalethu operations

experience a flooding risk if adjacent mines stop pumping underground water. In some instances, we are engaged in

discussions regarding long-term water management solutions to develop a regional strategy co-created with these neighbouring

and inter-connected mines. Although we have installed water treatment plants at both sites for current treatment needs, which

could serve as water plants for final decant should the situation arise, there can be no assurance that such plants will be

sufficient to address such risks.

There is also a flooding risk at the Mponeng mine, requiring the continuous pumping arrangement with Covalent Water

Company (Pty) Limited (a wholly-owned subsidiary) to stay in place.

Water availability presents a further risk. Our operations require reliable access to water for mining and processing, and

altered rainfall patterns, drought and competing demand from communities and other users may constrain supply. In Australia,

CSA and the Eva Copper Project are located in water-stressed regions and may be exposed to risks associated with drought,

reduced water availability, competing water demands and changing climatic conditions. These factors could affect operational

continuity, increase operating costs, constrain future production or development activities and adversely affect project

economics.

Obligations in respect of the pumping and treatment of extraneous water must also be addressed in connection with our

final closure plans for each of our operations. We remain responsible for these liabilities until a closure certificate is issued

pursuant to the Mineral and Petroleum Resources Development Act, 28 of 2002 ("MPRDA"), and possibly thereafter under the

National Environmental Management Act, 107 of 1998 ("NEMA").

Accordingly, water ingress, pumping failures, flooding, decant and long-term water management obligations could

materially adversely affect Harmony's production, operating costs, closure liabilities, cash flows, results of operations and

financial condition. See Item 4: "Information on the Company – Business Overview – Regulation – Laws and Regulations

Pertaining to Environmental Protection – South Africa – The NEMA".

10

Table of contents

Infrastructure constraints and ageing infrastructure could adversely affect our operations

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable rail, ports, roads,

bridges, power sources, power transmission facilities and water supply are critical to our business operations and affect both

capital and operating costs. Much of this infrastructure and the related services are provided by third parties whose operational

activities are outside our control.

Interference with the maintenance or provision of infrastructure, including as a result of extreme weather conditions,

scarcity of equipment, sabotage or social unrest, could impede our ability to deliver product on time. Port congestion at South

African facilities, particularly Durban, has affected clearance times for imported items and continues to create supply chain

bottlenecks.

In some instances, the remaining economic life of an operation may affect the timing, scope or economic viability of major

infrastructure refurbishment or replacement. Once a shaft or processing plant has reached the end of its intended lifespan,

higher than normal maintenance and care is required. The same applies to terrestrial tailings and waste storage facilities.

Maintaining this infrastructure requires skilled human resources, capital allocation, management and planning. Although we

have implemented a comprehensive maintenance strategy, incidents resulting in production delays, increased costs or industrial

accidents may occur.

Accordingly, infrastructure constraints, third-party infrastructure failures and the demands of maintaining ageing

infrastructure could materially adversely affect Harmony's production, capital and operating costs, results of operations and

financial condition.

Illegal mining and organised criminal activity pose growing operational and safety risks

The activities of illegal and artisanal miners, which include theft, have increased over the years, have become more violent,

and threaten both the safety of employees and the sustainability of the mining industry.

In South Africa, artisanal and illegal miners are active on, or adjacent to, several of our properties. Their activities may

interfere with our operations and result in conflict presenting a security threat to property and human life. Illegal mining can

cause damage to our properties, including through pollution, copper cable theft, underground fires, damage to critical

infrastructure, operational disruption, project delays and personal injury or death, for which we could potentially be held

responsible. It may also contribute to the depletion of mineral deposits, potentially rendering future mining of those deposits

uneconomic. Most illegal miners are found at abandoned shafts or old workplaces.

Illegal and artisanal mining, which may involve employees or third parties, is associated with a range of negative impacts

including environmental degradation and human rights abuses such as forced labour, human trafficking and child labour, as well

as corruption, money laundering and other violent crimes in communities and at mines. Effective local government

administration is often lacking where illegal and artisanal miners operate, creating a complex and unstable social environment.

The disbandment of specialised South African Police Service units has left a significant gap in the apprehension of high-ranking

criminals in the illicit gold trade; without the assistance of such units, combating illegal and artisanal mining is extremely difficult.

The environmental, social, safety and health impacts of artisanal mining are frequently attributed to formal mining activity,

and it is often assumed that artisanally mined gold is channelled through large-scale mining operators, even though artisanal

and large-scale miners have distinct supply chains. These misconceptions affect the reputation of the industry.

In PNG, illegal and artisanal mining poses challenges to various mines. The presence of illegal miners could lead to project

delays and disputes regarding the development or operation of commercial gold deposits, and could increase the level of

organisation and funding of criminal activity around some of our operations. Criminal activities such as trespassing, illegal and

artisanal mining and related sabotage, theft and vandalism could lead to damage and disruption at our operations and pose

safety risks to our employees.

Rising gold and copper prices may result in an increase in gold and copper theft, and incidences of illegal mining may

escalate as a result of social and economic conditions. In August 2026 the South African Government published the draft

General (Mining) Laws Amendment Bill, 2026 (the "General Mining Laws Amendment Bill") for public comment, which is

intended to strengthen the legislative framework applicable to illegal mining and is described under "– Laws governing mineral

rights affect our business and our mining rights could be altered, suspended or cancelled" below. While the proposed reforms

may improve enforcement over time, there is no assurance that they will be enacted or that they will reduce the incidence of

illegal mining at or adjacent to our operations.

Accordingly, illegal mining and organised criminal activity could materially adversely affect Harmony's safety performance,

production, security and remediation costs, reputation, results of operations and financial condition.

Disruptions in critical supply chains may affect production, project execution and profitability

Our operational results may be affected by the availability and pricing of consumables such as fuel, chemical reagents,

explosives, tyres, steel and other essential production inputs. Issues regarding the availability of consumables may result from

shortages, long lead times and supply chain disruptions, which could result in production delays and shortfalls. We expect cost

increases and longer lead times to continue in fiscal 2027 across our operations, including as a result of factors such as the

price of oil, inflationary increases and labour costs.

Shortages can be attributed to geopolitical uncertainty, including the potential impact of global trade policy shifts. In South

Africa, the consequences of intermittent power outages and unplanned breakdowns have resulted in rising input costs and

longer lead times. The steel and chemical industries have experienced periodic labour action related to wage negotiations,

affecting major local steelmakers and creating supply constraints that have affected numerous engineering companies within our

extensive supply chain network.

11

Table of contents

Our operations are dependent on the timely and cost-effective supply of internationally sourced consumables, equipment,

spare parts, fuel and other critical inputs. Global geopolitical tensions, armed conflicts, trade disputes, sanctions, tariffs,

protectionist policies, trade fragmentation, cyber incidents affecting logistics networks, and disruptions to key maritime routes

and transportation corridors may adversely affect global supply chains and increase volatility in freight, fuel, energy, insurance

and procurement costs.

While certain supply chain disruptions experienced in recent years have moderated, global logistics networks remain

vulnerable to disruption and cost escalation. Restrictions affecting major shipping routes, ports, transportation infrastructure or

strategic trade chokepoints may reduce the availability of critical supplies, extend delivery lead times, increase transportation

costs or require us to source materials and equipment from alternative suppliers on less favourable commercial terms.

In addition, our operations are exposed to energy supply and cost risks. Our South African operations may be affected by

electricity supply constraints and tariff increases, while our PNG operations depend significantly on the availability and

transportation of diesel and other fuels. Any disruption to energy supplies, fuel logistics or transportation infrastructure could

adversely impact our ability to operate efficiently.

Prolonged or significant disruptions to global supply chains, transportation networks or energy supply could result in

production interruptions, delays to capital projects and growth initiatives, increased operating and capital costs, reduced

operational flexibility and lower profitability. Any such events could have a material adverse effect on our business, financial

condition, results of operations and cash flows.

The pricing of consumables could continue to be affected by these challenges, particularly if shortages become more

prevalent. Factors such as global supply and demand dynamics, governmental regulation, including import parities on steel and

chemical-related products, and industrial action may contribute to price fluctuations. A sustained interruption in the supply of

these consumables would necessitate swift identification of alternative suppliers, potentially at higher cost, and could adversely

affect our ability to pursue our development projects. Our copper business may also depend on a limited number of customers,

offtakers, smelters, refiners, ports or logistics providers. The loss or interruption of a material arrangement, or a counterparty

failure, could delay sales, increase treatment or transport charges, or interrupt production.

Accordingly, supply chain disruptions and input shortages could materially adversely affect Harmony's production, project

execution, operating costs, profitability, results of operations and financial condition.

Reliance on TMM exposes us to equipment-related production interruptions

Certain of our operations, and the execution of certain of our capital projects, are dependent on TMM, which is critical to

mechanised mining. These operations face elevated risks associated with the reliability and availability of TMM fleets.

Adverse underground conditions, supply chain constraints affecting the availability of equipment and spare parts, and

shortages of the artisan and operator skills required to maintain and operate the fleet all contribute to equipment downtime and

operational inefficiency. TMM also presents specific safety exposures, including machinery-related incidents involving

employees working in proximity to mobile equipment underground.

These challenges pose potential threats to production continuity, cost control and the timely delivery of capital projects.

Accordingly, reliance on TMM could materially adversely affect Harmony's production volumes, unit costs, project delivery

timelines, results of operations and financial condition.

The use of contractors may expose us to delays or suspensions in mining activities and increases in mining costs

We use contractors at certain of our operations to mine and deliver ore to processing plants, as well as for other purposes.

At mines employing mining contractors, contracting costs represent a significant proportion of total operating costs, and we do

not own all of the mining equipment used.

Our operations could be disrupted, resulting in additional costs and liabilities, if mining contractors at affected mines

experience financial difficulties, if a dispute arises in renegotiating a contract, or if there is a delay in replacing an existing

contractor and its operating equipment to meet business needs at expected cost levels. Increases in contract mining rates, in

the absence of associated productivity increases, will also adversely affect our results.

Contractors may adversely affect our reputation, results of operations and financial condition through our reduced control

over those aspects of operations that are the responsibility of contractors, through the safety performance and regulatory

compliance of contractor employees, who in South Africa are regarded as employees of the mine for purposes of the MHSA,

and through the risk that contractors do not maintain the standards, systems and controls that we apply to our own operations.

Accordingly, our reliance on contractors could materially adversely affect Harmony's production continuity, operating costs,

safety and regulatory performance, results of operations and financial condition.

Our insurance coverage may be insufficient or unavailable to cover future losses

Fluctuations in insurance costs and availability can significantly affect our operating results, and our current insurance

coverage may not fully address future claims. We maintain global insurance policies covering general liability, directors' and

officers' liability, cybersecurity, accidental loss, and material damage to our property including resultant business interruption.

However, the cost of sustaining adequate insurance coverage continues to rise and may continue to do so.

We also maintain comprehensive third-party liability coverage, which includes unforeseen sudden and accidental

environmental liabilities. Despite this, we may face liability for pollution or other hazards that are not insured or not insurable,

including those relating to past mining activities. Our property and liability insurance is aligned with industry practice but, like all

insurance policies, contains exclusions and limitations.

12

Table of contents

There is no guarantee that insurance will always be available at economically feasible premiums. In addition, insurance

markets may become more restrictive over time, particularly in relation to natural catastrophe and severe weather exposures,

resulting in higher premiums, increased deductibles, reduced policy limits, narrower coverage terms or reduced availability of

insurance coverage for certain risks. The global insurance market for mining risk has tightened in recent years, and cover for

certain exposures, including tailings storage facilities ("TSFs"), deep-level underground operations and cyber risk, has become

more difficult and more expensive to place. Consequently, our insurance coverage might not protect against certain claims

relating to environmental or industrial accidents, pollution, public health emergencies, data protection and cybersecurity

breaches, tailings incidents, or other events that could disrupt our operations, such as a national grid collapse.

Accordingly, insufficient, unavailable or increasingly costly insurance coverage could materially adversely affect Harmony's

ability to recover losses, its cost base, results of operations and financial condition.

Risks Related to People, Labour and Organisational Capability

Labour instability may materially affect production and costs

Our labour force in South Africa has substantial trade union participation, and we engage in periodic collective bargaining

over wages and conditions of employment. We face the risk of disruption from labour disputes, strikes, work stoppages, go-

slows and other industrial action, which may result in loss of production and increased labour costs.

Wage settlements above inflation, in the absence of corresponding productivity improvements, increase unit costs and may

reduce the economic viability of marginal operations and shorten mine life. Labour relations in the South African mining sector

may also be affected by inter-union rivalry, community-based grievances and broader socio-economic conditions, which may

result in disruption that is not directly related to our own employment practices. Restructuring, mechanisation or the closure of

unprofitable operations may give rise to disputes, retrenchment obligations and consultation processes under applicable labour

legislation, which may delay implementation and increase costs.

Industrial action, whether protected or unprotected, may interrupt production, damage infrastructure, threaten the safety of

employees who continue to work, and affect our relationships with organised labour, government and host communities.

Wage and benefit demands may be heightened during periods of elevated gold prices, even where increases in operating

costs or other factors continue to place pressure on the economic viability of particular operations.

Accordingly, labour instability could materially adversely affect Harmony's production, unit costs, operational flexibility, cash

flows, results of operations and financial condition. See Item 4: "Information on the Company – Business Overview – Regulation

– Labour Relations".

We may be unable to attract and retain the critical skills and organisational capability required to execute our strategy

The risk of losing senior management, or of being unable to hire and retain sufficient technically skilled employees, of

failing to achieve sufficient representation by HDPs in management positions, or of failing to achieve sufficient gender diversity

in management or at board level, may materially affect our ability to achieve our objectives.

We compete with mining and other companies globally to attract and retain key human resources at all levels with the

technical skills and operating and managerial experience necessary to operate our business. The global shortage of key mining

specialists, including geologists, mining engineers, mechanical and electrical engineers, metallurgists and skilled artisans, has

been exacerbated by increased mining activity across the globe. The often remote locations of mining operations may make the

industry unattractive to potential employees.

The regions in which we operate impose specific requirements affecting recruitment and retention. In South Africa, the

need to recruit, develop and retain skilled employees is particularly critical in relation to HDPs and women in mining.

In August 2024, the PNG Department of Commerce and Industry launched the PNG "National Content Policy for Resource

Sectors 2023". While it is presently uncertain to what extent and how the policy will be applied to our current operations and

projects in PNG, if the workforce localisation provisions are introduced we believe they would severely restrict the use of

offshore-based fly-in, fly-out expatriate employees, and potentially result in a tightening of legislation around the granting of work

permits and visas to foreign skilled employees. This would adversely affect our ability to engage and retain appropriately skilled

human resources in PNG, and could require additional resources for the construction or provision of housing for residential

employees and for the recruitment and training of local landholders and landholder businesses.

Our transition towards a more diversified, international and increasingly copper-weighted portfolio, including CSA, the Eva

Copper Project and the Wafi-Golpu Project, requires organisational capability and specialised expertise that differ in important

respects from those required by our established South African underground gold operations. Failure to build, acquire or retain

that capability may affect the pace and quality of project delivery and integration.

Accordingly, an inability to attract and retain critical skills and to maintain the organisational capability required to execute

our strategy could materially adversely affect Harmony's operational performance, project delivery, growth prospects, results of

operations and financial condition. See "Integrated Annual Report for the 20-F 2026 – Sustainability performance – Engaged

workforce".

13

Table of contents

Risks Related to Mineral Resources, Mineral Reserves, Growth Projects and Portfolio Transformation

Mineral Resource and Mineral Reserve estimates may prove inaccurate

Estimates of our Mineral Resources and Mineral Reserves are based on a number of assumptions made at a specific point

in time, including mining and recovery factors, future cash costs of production, exchange rates and relevant commodity prices.

As a result, the metal actually produced in future may differ from current estimates.

Mineral Reserve estimates are prepared using geological interpretation, sampling and modelling techniques that are

inherently uncertain. Actual grades, tonnages, mining widths, dilution, recovery rates and geotechnical conditions encountered

during mining may differ materially from those assumed. Deep-level underground orebodies of the kind mined at several of our

South African operations present particular estimation challenges arising from structural complexity, seismicity and variable

grade distribution.

Changes in the gold or copper price, exchange rates, operating costs, capital expenditure requirements, cut-off grades,

mine plans, regulatory requirements or the assumptions applied in estimating Mineral Reserves may require a downward

revision of our reported Mineral Resources and Mineral Reserves. Such revisions may in turn shorten the expected life of our

mines, trigger impairment assessments, affect mine planning and capital allocation decisions, and reduce the expected

economic returns of our operations and projects.

Accordingly, inaccuracies in Mineral Resource and Mineral Reserve estimates could materially adversely affect Harmony's

production profile, actual Mineral Reserves, project economics, asset carrying values, results of operations, financial condition

and shareholder value. See Item 4: "Information on the Company – Property, Plant and Equipment".

Failure to replace depleted Mineral Reserves could undermine long-term production and value creation

Our operations have limited Proved and Probable Mineral Reserves, and mining depletes those Mineral Reserves.

Exploration for additional Mineral Resources and Mineral Reserves is speculative in nature, may be unsuccessful and involves

many risks, including locating orebodies; the geological nature of orebodies; identifying metallurgical properties; estimating the

economic feasibility of mining orebodies; developing appropriate metallurgical processes; obtaining necessary governmental

permits; and constructing mining and processing facilities at any site chosen for mining.

Our exploration efforts might not result in the discovery of mineralisation, and any mineralisation discovered might not

result in an increase in Mineral Resources or in Proved and Probable Mineral Reserves. To access additional Mineral Resources

and Mineral Reserves we will need to complete development projects successfully, including extensions to existing mines and,

possibly, the establishment of new mines.

We typically use feasibility studies to determine whether to undertake significant development projects. These studies often

require substantial expenditure and include estimates of expected economic returns based on assumptions about future gold

and other metal prices; anticipated tonnage, grades and metallurgical characteristics of ore to be mined and processed;

anticipated recovery rates; and anticipated total project costs, including capital expenditure and cash costs. All projects are

subject to project study risk, and there is no certainty that a feasibility study will be successfully concluded or that the project that

is its subject will satisfy our economic, technical, risk and other criteria in order to progress to development.

Our long-term growth strategy depends on successfully developing and advancing future sources of production, including

Mineral Reserves replacement opportunities across our operations and growth projects such as the Eva Copper Project and, in

the longer term, the Wafi-Golpu Project. Failure to replace depleted Mineral Reserves may reduce future production, limit growth

opportunities and constrain our ability to maintain or expand cash flow generation over time. It may also affect our ability to

support long-term capital investment decisions, dividend distributions and portfolio optimisation initiatives.

Accordingly, a failure to discover new Mineral Resources and Mineral Reserves, to enhance existing Mineral Resources

and Mineral Reserves, or to develop new operations in sufficient quantities to maintain or grow our current Mineral Reserve

base could materially adversely affect Harmony's long-term production, growth prospects, results of operations, financial

condition and shareholder value.

Strategic projects may not achieve expected returns

The successful implementation of our business strategy and projects depends on many factors, including factors outside

our control. The ability to grow our business depends on the successful implementation of our existing and proposed projects

and continued exploration success, as well as on the availability of attractive acquisition opportunities.

It can take a number of years from the initial feasibility study until development and construction of a project is completed,

and during that time the economic feasibility of production may change. There are a number of inherent uncertainties in project

development and construction, including: the time required to secure necessary governmental and third-party permits, licences

and permissions; the timing and cost of constructing mining and processing facilities; the availability and cost of skilled labour,

power, water, fuel, mining equipment and other materials; the accessibility of transportation and other infrastructure, particularly

in remote locations; the availability and cost of smelting and refining arrangements; the availability of funds to finance

construction and development activities; and spot and expected future prices of gold, silver, copper, uranium and molybdenum.

Our principal growth projects carry project-specific exposures. The Wafi-Golpu Project in PNG remains subject to the finalisation

of fiscal and regulatory arrangements with the PNG Government, to the outcome of proceedings concerning its environmental

permit ("EP") and proposed tailings management method, and to the sovereign, security and infrastructure conditions prevailing

in that country. Construction of the Eva Copper Project in Queensland commenced following the final investment decision in

November 2025 and remains subject to permitting, capital-cost, construction, commissioning, schedule and copper-price

exposures, as well as our ability to build capability in a jurisdiction and commodity in which we have limited operating history.

14

Table of contents

Delays or cost escalation at any of these projects may defer expected cash flows, increase funding requirements and reduce

project net present value.

All of these factors could result in our actual cash costs, capital expenditure, production and economic returns differing

materially from those anticipated by feasibility studies. There is no assurance that any future development project will extend the

life of our existing mining operations or result in new commercial mining operations.

Accordingly, unforeseen difficulties, delays or costs in implementing our strategy and projects could materially adversely

affect Harmony's growth pipeline, capital allocation, project value, results of operations, financial condition and prospects.

Acquisitions, portfolio transformation initiatives and joint ventures may expose Harmony to integration and execution

risks

In order to maintain or expand our operations and Mineral Reserve base, we have sought, and may continue to seek, to

enter into joint ventures or other business combination transactions, or to make acquisitions of selected precious and base

metal producing companies or assets.

On 24 October 2025, following its announcement on 27 May 2025, our acquisition of MAC Copper became effective,

adding the operating CSA in New South Wales to our portfolio. This represented a significant step in Harmony's portfolio

transformation, materially increasing our exposure to copper and establishing an operating presence in the Australian mining

sector. CSA has since been integrated into our operations and reporting, and now contributes to the Group's production,

financial results and consolidated disclosures. The integration of an established, producing copper mine in a new operating

jurisdiction has increased the scale, geographic diversity and commodity diversification of our business.

While the integration of CSA has progressed, acquisitions of this nature involve inherent execution and integration risks,

including the alignment of operating standards, systems, controls, governance and reporting frameworks; the retention of skills

and organisational capability; and the management of new geographic, regulatory, commodity and operational exposures. The

benefits anticipated from an acquisition may not be fully realised, or may take longer or cost more to achieve than expected.

Acquiring new mining operations or entering into other business combination transactions involves a number of risks,

including: our ability to identify appropriate assets and to negotiate an acquisition or combination on favourable terms; obtaining

the financing necessary to complete future acquisitions; difficulties in assimilating the operations of the acquired business; the

changing regulatory environment and general policy uncertainty in the countries in which these operations are situated;

difficulties in maintaining our financial and strategic focus while integrating an acquired business; problems in implementing

uniform quality, standards, controls, procedures and policies; management capacity and skills necessary to integrate new assets

and operations; increasing pressure on existing management to oversee an expanding company; and, to the extent we acquire

operations outside South Africa, Australia or PNG, difficulties relating to operating in countries in which we have not previously

operated.

Any such acquisition or joint venture may change the scale of our business and operations and may expose us to new

geographic, geological, political, social, operating, financial, legal, regulatory and contractual risks. Where we participate in the

development of a project through a joint venture or other multi-party commercial structure, there could be disagreements, legal

or otherwise, or divergent interests or goals among the parties, which could jeopardise the success of the project, particularly

where we do not have full management control over the joint venture. There can be no assurance that any joint venture will

achieve its intended results.

Accordingly, difficulties or delays in identifying, financing, integrating or managing acquisitions and joint ventures could

materially adversely affect Harmony's revenue, cash flows, operating costs, growth strategy, results of operations and financial

condition. See Item 5: "Operating and Financial Review and Prospects – Liquidity and Capital Resources – Cash flows from

investing activities".

Intense industry competition and consolidation may adversely affect our ability to acquire assets, equipment and

skilled personnel

The mining industry is competitive in all of its phases. We compete with other mining companies and individuals for

specialised equipment, components and supplies necessary for exploration and development; for mining claims and leases on

exploration properties; and for the acquisition of mining assets. Certain of these competitors have greater financial resources,

operational experience and technical capabilities than we do. Competition may increase our cost of acquiring suitable claims,

properties and assets.

Further, industry consolidation may lead to increased competition as a result of reduced availability of mining and

exploration assets. Consolidation in the form of acquisitions, business combinations, joint ventures, partnerships or other

strategic relationships may continue in future. The companies or alliances resulting from these transactions may benefit from

greater economies of scale and from significantly larger and more diversified asset bases than ours, which may place us at a

disadvantage in competing for assets, capital, equipment and skilled personnel. A favourable metal-price environment may

strengthen the financial position of industry participants, attract new entrants and accelerate industry consolidation, thereby

increasing competition for assets, equipment, supplies and skilled personnel and increasing acquisition valuations.

Accordingly, competition and industry consolidation could materially adversely affect Harmony's ability to replace Mineral

Reserves and grow its portfolio on economic terms, its cost base, results of operations and financial condition.

15

Table of contents

Risks Related to Climate, Environment and Social Licence

Climate change presents material physical risks to our operations and long-term value creation

Harmony's operations and development projects are exposed to the physical effects of climate change across South Africa,

PNG and Australia. Mining operations depend on reliable infrastructure, secure water resources, stable operating conditions and

safe access to mining and processing facilities. Changes in climate patterns may increase the frequency, severity or duration of

physical hazards, which may adversely affect operational performance, project development, business continuity and long-term

asset values.

Physical climate-related hazards may include extreme rainfall, flooding, drought, water scarcity, rising temperatures,

heatwaves, storms, changing groundwater conditions and other severe weather events. The nature and extent of these hazards

vary across Harmony's portfolio, with some operations potentially more exposed to flooding, extreme rainfall and associated

infrastructure disruptions, while others may be more exposed to drought, water scarcity and heat-related impacts. Our

operations in PNG are particularly exposed to high-intensity rainfall, landslide and access-route disruption, while our South

African operations are exposed to water scarcity, heat stress, extreme rainfall, surface flooding and water ingress risks in

specific geological settings. These hazards may increase the likelihood or severity of operational, infrastructure, water

management, energy supply, transportation and other business risks affecting our operations and development projects.

Climate-related physical hazards may disrupt mining and processing activities, damage infrastructure, restrict site access,

reduce workforce productivity and constrain the availability of critical resources, including water and energy. Such hazards may

also affect our suppliers and the transport and logistics networks on which we depend, interrupting the delivery of critical goods

and services to our operations. Severe weather events and changing environmental conditions may also increase maintenance

requirements, accelerate asset deterioration and reduce operational flexibility. In addition, climate-related impacts may affect

project development schedules, capital requirements and the efficient operation of existing assets.

The physical impacts of climate change may increase operating costs through higher maintenance expenditures,

infrastructure upgrades, water management requirements, rehabilitation obligations, insurance costs and business interruption

losses. They may also adversely affect production levels, project economics, asset lives and long-term investment decisions. In

certain circumstances, severe weather events or chronic changes in climatic conditions could result in production interruptions,

damage to infrastructure, reduced operational performance or the impairment of assets and mining operations.

Mining and development projects require long-term capital allocation decisions based on assumptions regarding future

environmental and operating conditions. As climate-related physical hazards continue to evolve, they may create additional

uncertainty regarding operational performance, resource availability, infrastructure resilience, project economics and long-term

asset values. While Harmony continues to assess and manage physical climate-related risks, future conditions may differ

materially from current assumptions and planning expectations. Accordingly, climate-related physical risks could materially

adversely affect Harmony's production, operating costs, cash flows, project economics, results of operations, financial condition,

growth prospects and shareholder value.

Decarbonisation, carbon pricing and emerging climate regulation may increase costs and capital requirements

Governments, regulators, investors, lenders, customers and other stakeholders are increasingly focused on reducing GHG

emissions and supporting the transition to a lower-carbon economy. Harmony's operations in South Africa, PNG and Australia

are subject to existing and evolving climate-related laws, regulations, standards and disclosure requirements. As a result,

climate-related policy developments, carbon-pricing mechanisms, emissions-reduction requirements, market expectations and

stakeholder demands may increase operating costs, capital expenditure requirements and compliance obligations across our

business.

Climate-related regulation continues to evolve in the jurisdictions in which we operate and may include more stringent

emissions reporting requirements, carbon taxes, carbon budgets, emissions reduction targets, environmental permitting

obligations and climate-related disclosure standards. Future regulatory and policy developments may be broader, more

prescriptive or more costly than currently anticipated. In addition, investors, lenders and other stakeholders are increasingly

incorporating climate-related considerations into investment decisions, financing assessments and capital allocation processes.

Managing transition-related risks and responding to evolving regulatory and market expectations may require significant

investment in renewable energy projects, energy infrastructure, emissions-reduction initiatives, lower-carbon technologies, fleet

replacement, operational redesign, reporting systems and other capital-intensive measures. The costs of compliance and

transition may increase over time as regulations become more stringent, carbon-pricing mechanisms expand, technologies

evolve and stakeholder expectations continue to develop. There can be no assurance that such investments will achieve

anticipated operational, economic or environmental outcomes within expected timeframes.

Increasing carbon-related costs, including taxes, levies, compliance expenditures and indirect costs passed through by

suppliers, contractors and energy providers, may increase operating costs and reduce profitability. Climate-related regulatory

requirements and market developments may also influence project economics, mine planning decisions, Mineral Reserve

assumptions and the expected returns from existing operations and future development projects. In addition, the availability,

terms and cost of financing may increasingly depend on climate-related performance, risk management practices and disclosure

outcomes.

The transition to a lower-carbon economy may also create uncertainty regarding future technologies, energy markets,

stakeholder expectations and regulatory requirements. If Harmony is unable to respond effectively to evolving transition-related

risks and opportunities, its competitiveness, reputation, access to capital and long-term growth prospects may be adversely

affected.

16

Table of contents

Our South African operations are registered emitters under the National Greenhouse Gas Emission Reporting Regulations,

2016 and are liable for carbon tax under the Carbon Tax Act. The statutory carbon tax rate is currently R308 per tonne of carbon

dioxide equivalent ("CO2-e") and is scheduled to increase to R462 per tonne by 2030. Allowances currently available under the

Carbon Tax Act reduce our effective rate, and we expect those allowances to be reduced over time. The pending alignment of

carbon budgets under the Climate Change Act 22 of 2024 (the "Climate Change Act") with the Carbon Tax Act creates further

uncertainty as to our future effective rate of tax on emissions.

We have provisionally estimated our carbon tax liability to 2030 and beyond. However, the full impact of the Carbon Tax Act

remains uncertain. Internally, we have aligned our South African carbon price with the official tax rate. In the short term we may

face pass-through costs from suppliers due to increased fuel prices.

Alongside the carbon tax, a carbon fuel levy is imposed under the Customs and Excise Act 91 of 1964 (the "Customs and

Excise Act") as part of the national fuel levy regime. From 1 April 2026, the carbon fuel levy on liquid fuels increased fuel prices

by R0.19/litre for petrol and R0.23/litre for diesel, increasing our operational expenses.

The carbon tax has historically represented a relatively low cost. However, we expect available allowances to be reduced

and tax rates to increase. Carbon taxes may also apply to electricity generated from fossil fuels. The scheduled increase in the

statutory carbon tax rate from R308 per tonne to R462 per tonne represents a 50% increase, although our effective cost could

increase by a different amount as allowances are reduced. These rates and longer-term assumptions have been incorporated

into our business plans, but we expect the resulting increase in carbon costs to place significant pressure on our business.

Electricity-related GHG emissions represent our largest emission source. Electricity accounts for approximately 22% of our

cash costs in South Africa. While cost management is clearly a strategic issue for us, the delivery of a stable and reliable energy

supply is even more critical due to its direct impact on both production and health and safety. Additional energy taxes and

regulations (such as emission measurement and reduction, audit processes and human resource costs) will significantly affect

our operations. We have initiated several renewable energy projects to supplement our energy supply needs and reduce our

reliance on electricity supplied by Eskom which is predominantly generated by coal-fired power stations.

The European Union ("EU") began applying the definitive phase of its carbon border adjustment mechanism ("CBAM") on

1 January 2026. CBAM does not currently apply to precious metals. However, CBAMs could be extended to other products

(including precious metals), or adopted in other jurisdictions in the future. While any charge would generally be imposed on the

importer and may be reduced to reflect carbon taxes already paid in South Africa, it could affect our competitiveness and impose

reporting and disclosure obligations regarding GHG emissions generated in producing our products. We continue to monitor the

jurisdictions imposing such mechanisms and the industries and products to which they apply.

Accordingly, decarbonisation requirements, carbon pricing and emerging climate regulation could materially adversely

affect Harmony's compliance costs, capital expenditure requirements, operating costs, access to capital, results of operations

and financial condition. See "Integrated Annual Report for the 20-F 2026 – Sustainability performance – Climate and energy".

Environmental liabilities, rehabilitation obligations, biodiversity requirements and closure costs may be materially

higher than expected

We are subject to extensive environmental regulation in South Africa, Australia and PNG. Compliance costs, regulatory

changes and potential non-compliance could have a material adverse effect on our business, operating results and financial

condition.

Given the nature of mining and the type of mines we operate, we face a material risk of liability, delays and increased cash

costs of production arising from environmental and industrial accidents, pollution and compliance breaches. Our operations

generate waste rock, tailings, dust and process water, and involve the handling of hazardous substances. Incidents involving

spillage, seepage, air emissions or uncontrolled discharge may result in remediation obligations, regulatory directives, fines,

prosecution, civil claims and the suspension of operations.

We are required to rehabilitate land disturbed by our operations and to provide financially for eventual mine closure.

Estimates of rehabilitation and closure costs are inherently uncertain and are affected by changes in environmental legislation

and standards, the timing of closure, the discount rates and inflation assumptions applied, the scope of work ultimately required

and the outcome of regulatory review. Actual costs may be materially higher than provided for. Additional financial provision may

be required in future for rehabilitation purposes, with restrictions on when such money may be accessed; concurrent

rehabilitation must be funded from operational budgets without recourse to rehabilitation funds.

Biodiversity requirements are becoming more stringent in the jurisdictions in which we operate. In PNG, mineral policy and

sector-specific policies under review include a biodiversity offsets policy, a national oceans policy, a sustainable development

policy, an involuntary relocation policy, a national content policy and a mine closure policy and rehabilitation guideline. Offset,

protection and monitoring obligations arising from these frameworks may increase project capital and operating costs and affect

permitting timelines. In Australia, our operations and projects are subject to Commonwealth and state-based environmental

regulation governing approvals, rehabilitation, water management, biodiversity and mine closure. CSA in New South Wales, as

an operating underground mine, is subject to ongoing environmental compliance, rehabilitation and closure obligations, while the

Eva Copper Project in Queensland must obtain and maintain the environmental approvals, permits and conditions required to

progress the project through development and into operation. Compliance with these requirements, changes in applicable

standards, or delays in obtaining or renewing approvals, could increase costs, affect project timelines and adversely affect the

economics of our Australian operations and projects.

The National Appeal Regulations, 2025 introduced a category of complex appeals under NEMA and related environmental

laws. A complex appeal may take longer to determine because the appeal authority may appoint an advisory appeal panel or

expert, undertake a site inspection or use more than one appeal administrator. Delays in resolving appeals concerning

environmental authorisations could delay project development or disrupt operations and increase costs.

17

Table of contents

Accordingly, environmental liabilities, rehabilitation obligations, biodiversity requirements and closure costs could materially

adversely affect Harmony's provisions, cash flows, capital allocation, results of operations, financial condition and reputation.

See Item 4: "Information on the Company – Business Overview – Regulation – Laws and Regulations Pertaining to

Environmental Protection".

We may have exposure to rehabilitate groundwater and land pollution, and financial provisioning requirements may

require additional provisions

We may have exposure to rehabilitate potential groundwater and land pollution, which may include salination and radiation

contamination, that may exist where we have operated or continue to operate.

Due to the interconnected nature of mining operations at Doornkop, Kusasalethu, Mponeng, Mine Waste Solutions and

Moab Khotsong, any proposed solution to the potential flooding and decant risk posed by deep groundwater needs to comprise

a regional solution supported by all mines located in the goldfields and by government in the event of legacy issues. As a result,

the Department of Mineral and Petroleum Resources ("DMPR") and affected mining companies are involved in developing a

regional mine closure strategy.

Under South African law, mining right holders remain responsible for environmental liabilities, pollution, ecological

degradation, water treatment and sustainable mine closure until the DMPR issues a closure certificate, and under NEMA this

responsibility may continue indefinitely even after closure certification. We are required to annually assess environmental

liabilities and provide financial security for rehabilitation, closure and post-decommissioning management.

The Financial Provision Regulations, 2015 impose significantly more stringent obligations than previous guidelines,

including mandatory inclusion of preliminary costs, imposition of value added tax ("VAT") at 15%, prohibition on withdrawal of

trust funds for concurrent rehabilitation, and ceding of funds to the Minister of Mineral and Petroleum Resources (“Mining

Minister”) for latent liabilities. While the compliance deadline for existing rights has been indefinitely delayed pending new

regulations, the ultimate requirements remain uncertain. There are concerns about the ambiguity of current and proposed

provisions, which may result in misinterpretation, mis-application and disputes with the Department of Forestry, Fisheries and

Environment (the "DFFE"), any of which could have a material adverse effect on our business, operating results and financial

condition.

Under the National Environmental Management Laws Amendment Act, 2 of 2022 ("NEMLAA"), financial provision retained

by the Mining Minister must be transferred to government-controlled accounts. We will not control how these funds are used but

will remain liable for environmental impacts. If anticipated liabilities do not materialise, there is no mechanism for recovering the

funds, creating potential for permanent loss of capital.

Proposed amendments to the MPRDA and NEMA seek to bring pre-2004 processing residue stockpiles and deposits

within the regulatory framework, which may require us to provide substantial additional financial provision for rehabilitation of

these facilities. We may also face increased environmental costs if neighbouring mines fail to meet their water management

obligations. The adoption of additional or more stringent requirements, particularly for hazardous waste management,

groundwater protection and rehabilitation of closed mines, may result in material additional costs and liabilities.

Groundwater and land pollution rehabilitation exposures and changes in financial provisioning requirements could

materially adversely affect Harmony's provisions, cash flows, results of operations and financial condition.

Our operations depend on water use licences and other environmental authorisations

Our operations are subject to water use and other regulatory licences, which may impose significant compliance costs and

operational constraints.

Our South African operations are regulated under the National Water Act, 36 of 1998 ("NWA"). Government Notice 7408

required unregistered water users to register specified water uses by July 2026. Any failure by us to have registered applicable

water uses or updated required information within the prescribed period could result in additional compliance requirements,

penalties or restrictions on the relevant water use.

Our South African operations are predominantly regulated under water permits issued pursuant to the Water Act, 54 of

1956 (the "Water Act"). Notwithstanding this, we have elected to convert all prior existing water uses into water use licences

under the NWA to ensure these operations are carried out in accordance with current best practice and water quality standards.

Submissions were made as early as 2003 and we have been working closely with the regional directors in the review process.

Some operations have received draft licences for review and comment before finalisation by the regional directors at the

Department of Water and Sanitation ("DWS"). Kusasalethu, Moab, Mponeng, Mine Waste Solutions, Kareerand and Kalgold

received their final water use licences. We have applied to amend certain conditions that are impracticable to implement in their

current form. New licences or amendments may require significant expenditure or changes to water-management practices.

An appeal has been filed by a third party against the Mponeng water use licence. We are of the view that the appellant

does not have the necessary standing to bring such an appeal. Harmony disputes the validity of the appeal and is opposing it

through the appropriate legal and administrative processes. While the appeal automatically suspends our water use licence, the

suspension has been lifted by the Minister of Water and Sanitation. The appeal has been provisionally suspended pending

settlement discussions with the appellant. An adverse outcome could affect Mponeng’s water use authorisation and operations.

When future water use licences are issued, we may be required to implement alternative water-management measures

that result in significant costs. Failure to obtain licences on favourable terms could have a material adverse effect on our results

of operations and financial condition.

18

Table of contents

Failure to comply with the conditions of a water use licence may result in the competent authority issuing a compliance

notice or directive instructing us to take measures to correct the non-compliance and, in some instances, to cease operations

pending its resolution. Failure to comply with a water use licence is an offence that may result in prosecution. Upon conviction, a

court may impose fines, damages, director and employee liability or imprisonment, which could have a material adverse effect

on our business, operating results and financial condition.

The NWA also imposes a duty of care on us to prevent pollution or contamination of water resources; failure to implement

reasonable measures could result in a directive, prosecution, or the authority implementing remedial measures and recouping

the cost from us.

Acid mine drainage at any of our mines could increase pumping and treatment obligations, require additional expenditure

and affect our ability to comply with water use licence requirements, which could have a material adverse effect on our business,

operating results and financial condition.

Obligations to pump and treat extraneous water must be addressed in our final closure plans. We are responsible for these

liabilities until a closure certificate is issued pursuant to the MPRDA and potentially thereafter under NEMA. This liability is

discussed in more detail in Item 4: "Information on the Company – Business Overview – Regulation – Laws and Regulations

Pertaining to Environmental Protection – South Africa – The NEMA". See also Item 3D: "Risk Factors – Risks Related to

Operations and Business Resilience – Water ingress, pumping obligations at adjacent closed mines, flooding and decant risk

could interrupt operations and create long-term liabilities".

The National Water Amendment Bill, 2026 (the "NWA Bill") was introduced in Parliament on 21 January 2026, and the

Portfolio Committee on Water and Sanitation adopted a motion of desirability on 2 June 2026, allowing the NWA Bill to proceed

through the parliamentary process, including public participation. The NWA Bill proposes several changes that could affect our

operations, including empowering the Minister of Water and Sanitation to declare Strategic Water Source Areas ("SWSA") within

which new mining-related water use licences may be restricted or refused, introducing "fit and proper" requirements that could

allow non-compliance at one Harmony operation to affect licensing decisions at others, permitting curtailment of existing lawful

water use entitlements, and increasing penalties for offences under the NWA to up to R10 million and 10 years' imprisonment.

The NWA Bill has not been enacted, and its final form remains uncertain.

In Queensland, a water licence is required to authorise the take of groundwater from a bore or borefield only where the

bore is in an area where groundwater is managed, being within an identified groundwater unit of a relevant water plan. The

Queensland Government has confirmed that this is not applicable to the Eva Copper target groundwater sources.

In New South Wales, water extraction is regulated under the Water Management Act 2000 ("NSW") through licences,

associated works and use approvals. The operation is also subject to development consent, mining leases and an environment

protection licence, which impose enforceable operational and environmental conditions. Failure to comply with licence

conditions may result in a stop order, licence cancellation or civil penalties. CSA owns two groundwater water access licences to

support extraction from its borefields and also holds water entitlements associated with the regulated Macquarie River system.

In PNG, a single project-comprehensive EP is issued by the Managing Director of CEPA under the Papua New Guinea

Environment Act 2000 ("PNG Environment Act"). The permit includes provisions for both water extraction and treated waste

water discharge, and an annual administration fee is payable.

Should we breach any obligation in complying with the provisions of any permit or licence, or with any law or regulation

under which it was issued, the permit or licence could be suspended or cancelled, or we could be subject to fines or other

sanctions.

Accordingly, delays in obtaining, or the amendment, suspension or cancellation of, water use licences and other

environmental authorisations could materially adversely affect Harmony's ability to operate, its compliance costs, results of

operations and financial condition. See "Integrated Annual Report for the 20-F 2026 – Sustainability performance – Water

stewardship".

A tailings facility failure could have far-reaching consequences, and adverse developments concerning the proposed

DSTP at Wafi-Golpu could materially adversely affect the project and our business

Harmony faces inherent risks in managing uneconomic milled-ore residue, often mixed with water and known as tailings,

including through the operation of TSFs and the use of other tailings-management methods such as DSTP. TSFs are

engineered structures built to contain tailings; DSTP systems use engineered pipelines and mixing infrastructure to place tailings

at depth below the sea surface. At our existing operations, tailings are managed only through TSFs and related infrastructure,

while DSTP is the tailings-management method authorised under the existing EP for the proposed Wafi-Golpu Project.

Most of our TSFs are located in South Africa, where many are dormant or are being reclaimed through re-mining, and

active deposition is concentrated at a smaller number of facilities. We also operate TSFs in Australia and PNG. Our active South

African TSFs are predominantly upstream-constructed, and their stability depends on the management of phreatic levels,

freeboard and the rate of rise.

The safe design, construction, operation, monitoring and closure of TSFs and related infrastructure are critical to the

sustainability and continuity of our operations. Our TSFs are exposed to risks including extreme rainfall and flooding,

overtopping, internal erosion or piping, seepage, slope, foundation or other geotechnical instability, seismic activity (including

mining-induced seismicity), design or construction deficiencies, equipment malfunction, operational failure and human error.

These risks may change during a facility’s lifecycle and may be exacerbated by changing climatic, environmental or operating

conditions. Conditions requiring remediation, such as seepage or elevated phreatic levels, are identified at our TSFs from time

to time.

19

Table of contents

We manage our TSFs in accordance with applicable laws and engineering standards and through governance, monitoring

and assurance processes informed by selected elements of the Global Industry Standard on Tailings Management ("GISTM"),

where applicable. However, these measures cannot guarantee that a failure or other significant incident will not occur, or that a

developing condition will be identified sufficiently in advance to prevent or mitigate its consequences.

A dam failure or other significant failure at one of our TSFs, including a failure involving a release of tailings, could lead to

loss of life, serious injury, damage to communities, property and infrastructure, and extensive or permanent environmental harm.

These impacts may be more severe where communities or infrastructure are located near a facility. Such a failure could also

result in the interruption of mining or processing activities and the suspension or curtailment of operations by regulatory

authorities. It could require significant emergency-response, remediation, rehabilitation and community-recovery expenditure,

and could give rise to investigations, prosecutions, civil proceedings, compensation claims, significant fines, penalties and

damages, increased closure obligations and other material liabilities. Our insurance may not cover all losses arising from a

failure at our active TSFs, and certain dormant and re-mining TSFs are not insured, in which case we would bear the full cost of

an incident.

Our existing and proposed TSFs are subject to jurisdiction-specific dam-safety, mining, environmental and other

requirements, including the National Water Act and applicable mine-residue standards in South Africa, and relevant Australian

and PNG requirements. Failure to comply with these requirements could result in fines, operating restrictions, suspension of

deposition or other activities, increased expenditure and other legal or regulatory consequences.

Tailings facility failures globally, including in South Africa during 2026, have prompted increased regulatory and stakeholder

scrutiny across the industry, which may result in amended or new environmental, social, health and safety legislative

frameworks, more stringent conditions for the construction and operation of tailings facilities, changes in project permitting

processes, additional monitoring, emergency-preparedness or financial assurance requirements, and increased criminal and

civil liability for companies, officers and contractors. Compliance with evolving laws, technical standards and stakeholder

expectations may require additional capital and operating expenditure, remediation or facility upgrades and could limit or delay

the use, expansion or construction of TSFs.

Actual or perceived environmental, marine, livelihood or human-rights impacts associated with DSTP could intensify

community or stakeholder opposition and may result in additional legal claims, regulatory proceedings or financing constraints.

Adverse outcomes in existing or future proceedings, the imposition of additional permit conditions, or a requirement to adopt an

alternative tailings management method could delay development, increase capital and operating costs, affect project

economics or reduce the value of the project. Should we breach any obligation under our EP or the PNG Environment Act, the

permit could be suspended or cancelled, or we could be subject to fines or other sanctions.

Accordingly, a TSF failure or another significant TSF-related incident, or adverse developments concerning the proposed

use of DSTP at Wafi-Golpu, could materially adversely affect our production, operating and capital costs, cash flows, results of

operations, financial condition, project value, growth prospects, reputation, social licence to operate and the market price of our

securities. See Item 8: "Financial Information – Consolidated Statements and Other Financial Information – Legal Proceedings"

and "Integrated Annual Report for the 20-F 2026 – Sustainability performance – Tailings management".

Failure to maintain our social licence to operate could affect current and future operations

Mining companies are increasingly expected to provide benefits to affected communities. Failure to comply with, and in

some cases to go beyond, our legal obligations could result in lawsuits, additional operational costs, investor divestment and

loss of our social licence to operate. We face increasing expectations to provide social investment beyond our legal obligations,

particularly as communities demand services and basic infrastructure from companies such as Harmony where gaps in local

government service delivery are perceived or experienced.

The socio-economic landscape in the regions in which we operate, including high unemployment, inequality, service

delivery shortfalls and, in certain areas, elevated levels of crime and social instability, may adversely affect our operations and

profits. Stakeholder pressure takes many forms, including the loss of licence to operate, lawsuits and investor withdrawal, with

potential consequences including reputational damage and increased social spending obligations. There is also increasing

action by members of the financial and investment communities, including asset managers, sovereign wealth funds, public

pension funds and universities, to promote improvements in ESG performance.

Existing and proposed mining operations are often located at or near towns, villages, other infrastructure or natural

watercourses. The impacts of dust generation, waste storage, and water quality or shortages may be immediate and directly

adverse to those communities. Poor environmental management practices, in particular adverse changes in the supply or

quality of water, can result in community protest, regulatory sanction or ultimately the withdrawal of community and government

support.

In South Africa, the Broad-Based Socio-Economic Empowerment Charter for the Mining and Minerals Industry, 2018

(“Mining Charter III”), imposes obligations regarding increased participation by HDPs in ownership, procurement of goods and

services, enterprise and supplier development, human resource development and employment equity, together with mine

community development commitments recorded in social and labour plans ("SLPs"). Failure to meet these commitments may

result in regulatory action affecting our mining rights.

20

Table of contents

In Australia, mining is subject to the Native Title Act 1993 (Cth). Any "future act" on land or waters that will affect native title

rights and cultural heritage interests is subject to native title processes intended to protect those rights and interests through a

right to negotiate, enabling affected parties to reach agreement on the terms of consent concerning proposed future acts,

including monetary compensation, employment and training, contracting opportunities and cultural heritage. These

arrangements may be documented in Indigenous Land Use Agreements registered with the National Native Title Tribunal.

Changes to native title legislation, evolving interpretations of native title rights, or failure to maintain positive relationships with

native title holders could result in challenges to our agreements, delays in obtaining necessary consents for future exploration

and mining activities, increased costs or restrictions on our ability to conduct operations.

In PNG there is no native title or similar regime, but the majority of land is held under customary ownership. We are

required under the PNG Mining Act and the PNG Environment Act to pay landholders compensation for loss or damage

sustained arising from our exploration or mining activities. In certain prescribed instances the quantum of these payments is

regulated; otherwise it is negotiated, with determination by a mine warden in the event of disagreement. It is practice under the

PNG mining regime for mining lease and special mining lease holders to enter into a negotiated Community Development

Agreement ("CDA") (previously referred to as a Memorandum of Agreement ("MOA")), with the PNG Government, affected

provincial and local level governments, affected landholders and other stakeholder organisations regarding the sharing of

benefits derived from mining operations. These benefits generally include participation in royalties payable to the PNG

Government and may extend to local infrastructure projects and other social performance objectives.

Disruptions to operations or delays in projects attributable to a lack of community support or to community action can

translate directly into loss of production, increased operational costs, a decrease in the value of a project, or an inability to bring

a project to, or maintain, production. Our PNG operations have on occasion been disrupted by the blockading of access routes

by landholders and occupants of the land the subject of those operations. These disruptions arise from a range of operational

and non-operational grievances, including non-distribution by the PNG Government to local communities of mine-derived

royalties and other benefits, inter-community land ownership disputes, dissatisfaction with local or regional infrastructure or

service delivery, and local business rivalries regarding the provision of goods and services to the operations.

Accordingly, the loss or erosion of our social licence to operate, and the cost of implementing measures to support

sustainable development, could materially adversely affect Harmony's production, capital and operating costs, project delivery,

reputation, results of operations and financial condition. See "Integrated Annual Report for the 20-F 2026 – Sustainability

performance – Empowering communities".

We may fail to meet ESG performance expectations and published targets, which could affect reputation, stakeholder

confidence and access to capital

Harmony operates in an environment of increasing scrutiny regarding ESG performance from multiple stakeholder groups,

including investors, lenders, local communities, regulatory authorities and NGOs. Investment capital allocation decisions,

lending decisions and stakeholder engagement are increasingly driven by assessments of ESG performance, particularly

regarding the safe operation of mines, mitigation of local environmental and community impacts, reduction of GHG emissions,

ethical standards, workplace culture, human rights protections, regulatory compliance and supply chain credibility.

Failure to meet internally or externally adopted ESG standards, or to satisfy stakeholder expectations regardless of legal

obligation, could result in significant reputational damage, loss of social licence to operate, litigation and constrained access to

capital from investors and lenders who may reallocate or decline to commit capital based on their assessment of our ESG

practices. Certain financial institutions from which we borrow may require compliance with internationally recognised

environmental, health, safety and social standards and benchmarks, and deviation from such standards could adversely affect

our existing financing arrangements and our ability to secure future financing.

Beyond local regulatory compliance, our operations are subject to increasingly stringent internationally recognised

standards and benchmarks. Companies registered in Organisation for Economic Co-operation and Development ("OECD")

member countries are subject to OECD complaint processes regarding alleged breaches of the OECD Guidelines occurring

anywhere in the world. Harmony Gold Australia Proprietary Limited ("HGA") has been the subject of such a complaint, and of an

adverse Examiner finding, as described under "A tailings facility failure could have far-reaching consequences, and adverse

developments concerning the proposed DSTP at Wafi-Golpu could materially adversely affect the project and our business"

above.

Harmony has published quantitative targets and metrics relating to ESG aspects including GHG emissions, energy use

and water management, which are subject to regular public reporting and external scrutiny. Our ability to meet these targets

depends on our own operational actions, on regulatory policy frameworks and government actions in the countries where we

operate, on clear and timely regulatory guidance, and on the actions of participants in our value chain and broader society.

Unforeseen factors beyond our control, including changes in regulatory regimes, unavailability of requisite technologies,

economic constraints, supply chain disruptions or slower-than-anticipated societal transitions, could impede our progress toward

these targets. Failure to meet published targets could expose us to reputational damage, litigation risk from stakeholders and

loss of investor confidence.

ESG-related matters, including climate change, diversity, human rights and responsible business conduct, have become

increasingly subject to political, regulatory and stakeholder scrutiny in certain jurisdictions, including the United States. Our

policies and practices regarding these and other ESG-related matters, including previously established goals and initiatives and

any disclosures mandated by non-US laws, may expose us to legal and reputational risks, including orders, investigations,

litigation, media scrutiny, boycotts and negative publicity. Jurisdictional differences and evolving regulatory landscapes create

conflicting expectations among stakeholder groups, and we may be unable to satisfy the divergent expectations of all

stakeholders.

21

Table of contents

Accordingly, the cumulative effect of ESG stakeholder expectations, regulatory developments, published targets and

political controversy could materially adversely affect Harmony's reputation, social licence to operate, stakeholder relationships,

compliance costs, access to capital, results of operations, financial condition and the market value of our ordinary shares and

ADSs.

Risks Related to Technology, Cybersecurity and Digital Resilience

Technology failures could disrupt mining operations and business continuity

We are dependent on a number of highly integrated communication, IT and operating technology ("OT") systems across

multiple international jurisdictions to support our business operations. These systems support hoisting, ventilation, pumping,

processing, fleet management, planning, financial reporting, payroll and stakeholder communications.

Damage to or interruption of our IT or OT systems, whether due to incidents, human error, natural events or malicious acts,

may result in important data being irretrievably lost, exposed or damaged, and may disrupt production, delay reporting and

impair decision-making. As part of our ongoing efforts to enhance operational efficiency, we are migrating aspects of our IT

infrastructure to the cloud. This could give rise to several risks, including higher than projected initial migration and ongoing

operational costs, increased exposure to cybersecurity threats, difficulty complying with various data protection regimes, and

operational impacts due to unstable or insufficient internet infrastructure where operations are located in remote areas.

We outsource several digital technology functions and applications to third-party vendors, including cloud infrastructure,

data centre management, server and personal computing support, enterprise resource planning, business applications, email

and digital documents. These engagements may affect our overall technology resilience, and a failure at a key vendor may

disrupt our operations.

Accordingly, major disruption to our IT or OT systems could materially adversely affect Harmony's production, business

continuity, reporting integrity, operating results and financial condition.

Cybersecurity incidents may materially disrupt operations and expose Harmony to financial and reputational harm

The mining industry has become increasingly reliant on digital technologies, which enable us to conduct day-to-day

operations, improve safety and efficiency and reduce costs. However, as reliance on technology increases, we become more

susceptible to the persistent threat of cybersecurity breaches such as cybercrime, ransomware and cyber-activist attacks.

The sophistication and magnitude of cybersecurity incidents are increasing. Such incidents include malicious software,

ransomware, unauthorised attempts to access data, and breaches involving electronically stored or otherwise protected

information. They could lead to production downtime, operational delays, safety incidents, compromise of confidential or

otherwise protected information, destruction or corruption of data, and manipulation or other improper use of our systems and

networks. Cybersecurity breaches through third-party solutions have also become increasingly frequent.

Ransomware-related threats increased significantly across the mining industry during fiscal 2026 and the preceding year,

with several high-profile organisations experiencing disruption over the last 12 to 24 months. The information security

management system protecting our IT and OT systems may not prevent future malicious action, including denial-of-service

attacks, ransomware attacks or fraud by individuals, groups or organisations, resulting in the unavailability of IT systems and

data and the theft of commercially sensitive data. Such sensitive data may include commercial price outlooks and information

concerning mergers, acquisitions and divestment transactions, and incidents may result in the misappropriation of funds and

disruption to our business operations.

We undertake various measures to follow established best practice in relation to cybersecurity. However, the increasing

sophistication and evolving nature of cybersecurity threats may lead to future breaches and sophisticated attacks, such as

phishing and ransomware, despite our efforts. This is particularly the case with new and evolving technologies such as AI,

including generative AI; as these technologies improve and gain widespread use, we may experience attacks created using

them that are difficult to detect and defend against.

While our insurance programme includes limited coverage for cyber-related crimes and incidents, there can be no

assurance that any cybersecurity incident will be adequately covered by insurance, if at all.

Accordingly, cybersecurity incidents could materially adversely affect Harmony's operational continuity, data integrity,

remediation and insurance costs, reputation, results of operations and financial condition. See Item 16K: "Cybersecurity".

Failures of our IT security processes and violations of data protection laws may result in regulatory penalties, fines

and reputational damage

We consider and mitigate regulatory and legal risks arising from cybersecurity and data protection requirements across the

jurisdictions in which we operate. Breaches of IT security processes or violations of privacy laws could result in operational

disruption, regulatory penalties, sanctions, reputational damage and financial loss, and may lead to public and private censure.

South Africa's comprehensive privacy law, the Protection of Personal Information Act, 4 of 2013 ("POPIA"), became

effective on 1 July 2020. Harmony employs approximately 45,000 staff. Failure to protect their data and to comply with POPIA

may lead to penalties and fines of between R1 million and R10 million and/or imprisonment. We may also have insufficient

insurance coverage for any data protection breaches, including in respect of POPIA.

22

Table of contents

In Australia, our data practices must comply with the Privacy Act 1988 (Cth) (the "Privacy Act") and state-based

surveillance laws. The Privacy Act regulates the manner in which individuals' personal information is handled and includes a

mandatory scheme requiring entities to report data breaches to the Office of the Australian Information Commissioner ("OAIC")

and to affected individuals where the breach is likely to result in serious harm. Following a series of high-profile data breaches in

2022 involving both government agencies and public companies, the Australian Parliament passed the Privacy Legislation

Amendment (Enforcement and Other Measures) Act 2022, which introduced significantly increased penalties for serious or

repeated privacy breaches and increased the OAIC's ability to resolve breaches.

Harmony maintains records of its international shareholders. The General Data Protection Regulation ("GDPR") became

applicable on 25 May 2018, as an EU-wide framework for protecting personal data processed in or outside the EU based on

certain application criteria. Failure to comply with the GDPR may lead to a fine of up to 4% of a company's worldwide turnover or

up to €20 million. The GDPR was retained in UK domestic law under the European Union (Withdrawal) Act 2018 and amended

by regulations made under that Act to form the UK General Data Protection Regulation (the “UK GDPR”). Failure to comply with

the UK GDPR may lead to a fine of up to £17,500,000 or 4% of total worldwide annual turnover of the preceding financial year,

whichever is higher. Both the GDPR and the UK GDPR have a scope extending beyond the borders of the EU and the United

Kingdom respectively.

We are also subject to data and consumer protection laws in other jurisdictions, including the United States and PNG,

where such laws continue to evolve. Non-compliance may result in substantial costs, require changes to business practices and

result in adverse operational and financial consequences.

Accordingly, failures of our IT security processes and violations of data protection laws could materially adversely affect

Harmony's regulatory standing, compliance and remediation costs, reputation, results of operations and financial condition.

Emerging technologies, including AI, may introduce new operational, legal and governance risks

Harmony is adopting AI and other emerging technologies within its IT systems, and leverages AI embedded within third-

party solutions used in its mining operations. AI tools may also be used by our contractors and by third parties with whom we

conduct business.

The use of AI may not meet existing and rapidly evolving regulatory standards and could introduce security risks that may

expose confidential data, lead to the loss of competitive information and result in operational failures. Outputs generated by AI

systems may be inaccurate, biased or unexplainable, and reliance on such outputs in operational, geological, financial or human

resources decision-making may lead to poor outcomes for which we remain accountable. The regulatory framework governing

AI is developing rapidly and inconsistently across the jurisdictions in which we operate, creating compliance uncertainty.

Limited expertise and skills shortages could prevent Harmony from effectively using or promptly implementing AI and other

emerging technologies, which may in turn place us at a competitive disadvantage relative to peers who deploy them more

successfully.

Accordingly, the adoption of emerging technologies, including AI, could materially adversely affect Harmony's data security,

regulatory compliance, decision-making quality, competitive position, results of operations and financial condition.

Risks Related to Regulation, Compliance, Governance and Legal Matters

Laws governing mineral rights affect our business and our mining rights could be altered, suspended or cancelled

Laws governing mineral rights affect our business and could impose significant costs and obligations. Mineral rights in the

countries in which we operate could be altered, suspended or cancelled for a variety of reasons, including breaches of our

obligations in respect of those rights.

Our operations in South Africa, Australia and PNG are subject to legislation regulating mineral rights. Certain of our

properties may be subject to the rights or asserted rights of community stakeholders, including indigenous peoples. Our ability to

develop and operate mining interests also depends on maintaining valid mineral titles, leases, surface rights, access

arrangements and related consents. Defects in, disputes concerning, or the loss or non-renewal of those rights or arrangements

could delay, restrict or prevent development or operations and increase our costs.

South Africa

In South Africa, we are governed by the MPRDA. See Item 4: "Information on the Company – Business Overview –

Regulation – Mineral Rights – South Africa – MPRDA" for a description of the principal objectives set out in the MPRDA.

The South African Government published the draft Mineral Resources Development Bill of 2025 (the "MPRD Bill") for

public comment and, as at the date of this annual report on Form 20-F, the MPRD Bill has not been enacted and remains under

consideration following completion of the public consultation process.

There is a large degree of uncertainty regarding the changes that will be brought about in the event that the MPRD Bill is

made law in its current form.

In August 2026, the South African Government published the draft General Mining Laws Amendment Bill for public

comment. The General Mining Laws Amendment Bill is intended to strengthen the legislative framework applicable to illegal

mining, and proposes amendments to four statutes, the creation of specific criminal offences relating to illegal mining, expanded

enforcement powers, and materially increased penalties of up to R100 million or 30 years' imprisonment for certain offences.

As of the date of this annual report on Form 20-F, the General Mining Laws Amendment Bill remains subject to the public

consultation process and has not been enacted.

The Mining Charter

23

Table of contents

Mining Charter III imposes obligations and increased participation by HDPs in relation to a mining company's ownership,

procurement of goods and services, enterprise and supplier development, human resource development and employment

equity requirements.

While the ownership requirement for HDPs in relation to existing mining rights has not increased (provided that we met the

26.0% requirement under the 2010 amendment to the Mining Charter (the "Amended Charter")), we may be required to comply

with new HDP ownership requirements in relation to any renewals, consolidations and transfers of our existing rights and any

applications for new mining rights. The increased HDP requirements in relation to employment equity, procurement of goods and

services and enterprise and supplier development may result in additional costs being incurred by us, which could have a

material adverse effect on our results of operations and financial condition.

We cannot guarantee that we will meet all the targets set out by Mining Charter III. Should we breach any obligations in

complying with the MPRDA or Mining Charter III, our existing mining rights in South Africa could be suspended or cancelled by

the Mining Minister in accordance with the provisions of the MPRDA. Any such breach may also influence our ability to obtain

any new mining rights. Any such suspension or cancellation could have a material adverse effect on our results of operations

and financial condition.

Laws governing health and safety affect our business and could impose significant costs and burdens

In South Africa, the MHSA requires the employer to implement various measures to ensure, as far as reasonably

practicable, the safety and health of persons working at a mine. Although the employer may allocate certain health and safety

responsibilities to independent contractors by agreement, contractor employees working at the mine are regarded as the

employees of the employer for purposes of the MHSA, and such agreements do not relieve the employer of its statutory duties.

The obligations of the employer include the identification and assessment of risk, implementation of codes of practice and

standards setting out safe work procedures, proper and appropriate training, supervision, medical surveillance for employees

exposed to health hazards and the provision of safe equipment, machinery and personal protective equipment. Further,

pursuant to the MHSA we must ensure compliance with various licences, permissions or consents that have been issued to us

pursuant to the various provisions of applicable legislation.

In June 2022, the then Minister of Mineral Resources and Energy released a draft Mine Health and Safety Amendment Bill,

2022 (the "MHSA Amendment Bill") for public comment which closed 29 July 2022. In October 2024, the Mining Minister

published in the Government Gazette an explanatory summary and notice of intended introduction of an updated draft bill (the

"MHSA Amendment Bill, 2024"). The MHSA Amendment Bill, 2024 was formally introduced in the National Assembly as the

Mine Health and Safety Amendment Bill and referred to the Portfolio Committee on Mineral and Petroleum Resources on 7 April

2026. In July 2026, the Portfolio Committee issued a notice inviting interested individuals and relevant stakeholders to submit

written comments and to indicate an interest in making an oral submission. The MHSA Amendment Bill, 2024 remains before the

Portfolio Committee and has not been enacted.

If enacted, the MHSA Amendment Bill, 2024 would amend certain provisions of the MHSA. The MHSA Amendment Bill,

2024 contains a number of provisions which, if enacted in their present form, could have a material adverse effect on our

business, operating results and financial condition. The MHSA Amendment Bill, 2024 provides for (among other things) an

increase in the monetary value of the fines that may be imposed in respect of instances of non-compliance, more direct

involvement of executives (particularly chief executive officers), stricter liability in instances of non-compliance, and changes to

the obligations relating to training and the formulation of training programmes. The MHSA Amendment Bill, 2024 also proposes

a criminal liability provision, sometimes referred to as “corporate manslaughter” under which an employer commits an offence if

it contravenes or fails to comply with a duty in terms of Chapter 2 of the MHSA and that contravention or failure results in a

person's death, serious injury or serious illness, or a health-threatening occurrence. These provisions could limit the defences

available to an employer and increase our compliance costs and potential liability.

Our operation in Queensland is governed by mine-specific laws, primarily the Mining and Quarrying Safety and Health Act

1999 (Qld) (the "MQSH Act") and the Mining and Quarrying Safety and Health Regulation 2017 (Qld) (the "MQSH

Regulations"). Other Queensland health and safety legislation, including the Work Health and Safety Act 2011 (Qld) and the

Work Health and Safety Regulation 2011 (Qld), may apply to workplaces or activities falling outside the scope of the mine-

specific legislation.

Our operation in New South Wales is governed by mine-specific laws, primarily the Work Health and Safety (Mines and

Petroleum Sites) Act 2013 (NSW) and associated regulations, codes of practice and guidelines.

Operations in PNG are subject to the PNG Mining (Safety) Act 1977 (the "PNG Mining (Safety) Act"), the PNG Mining

Safety Regulation 1935, as updated, the PNG Mining Act, the PNG Industrial Safety, Health and Welfare Act 1961 and its

regulations. In June 2021, the PNG Ministry of Mining released the draft Mine & Works (Safety & Health) Bill 2021 which, if

enacted, would repeal and replace the PNG Mining (Safety) Act. The Mine & Works (Safety & Health) Bill has not yet been

enacted, and its future remains uncertain.

There is a risk that the cost of providing the measures prescribed by health and safety legislation across our jurisdictions

could increase in future depending on changes to underlying legislation, legal claims and the profile of our employees. Any such

increase could be substantial but is currently indeterminate.

Accordingly, health and safety legislation, regulatory intervention and changes in applicable standards could materially

adversely affect Harmony's production continuity, compliance costs, results of operations and financial condition.

24

Table of contents

Changes to mining, environmental, safety, water and other resource-related laws could materially increase our costs

and liabilities

Harmony operates in three jurisdictions with active and evolving legislative agendas affecting mining, environmental

protection, safety, water use, community development, taxation and closure. Legislative and regulatory change may occur with

limited notice, may be subject to varying interpretation, and may apply retrospectively to existing operations, permits and

provisions.

New or amended requirements may increase compliance costs, require additional capital expenditure, extend permitting

timelines, impose more stringent conditions on existing authorisations, increase rehabilitation and closure provisioning, expand

the scope of matters for which directors and officers may bear personal liability, or restrict our operational flexibility. Where

requirements lack specificity or are untested, we may incur cost and delay in establishing compliance positions, and we may be

exposed to enforcement action notwithstanding good-faith efforts to comply.

The Australian Government has commenced the 2026–27 review of the Safeguard Mechanism, which is considering

post-2030 baseline decline rates and other scheme settings. To the extent that CSA, the Eva Copper Project or any related

facility is or becomes subject to the Safeguard Mechanism, more stringent settings could require us to reduce emissions,

surrender Australian Carbon Credit Units or Safeguard Mechanism Credits, or incur additional capital and operating costs, which

could adversely affect the economics of our Australian operations and projects and our results of operations and financial

condition.

Accordingly, changes to mining, environmental, safety, water and other resource-related laws and regulatory requirements

could materially increase Harmony's costs and liabilities and could materially adversely affect its operations, cash flows, results

of operations and financial condition.

Litigation, regulatory proceedings and other legal disputes may result in material losses and operational disruption

We are subject to litigation, arbitration and other legal proceedings arising in the normal course of business, and we may

become involved in disputes that result in litigation. Potential future litigation may arise from a variety of causes, including

business activities, environmental, health and safety matters, share price volatility, unlawful community protest action and failure

to comply with disclosure obligations. The results of litigation, arbitration and other legal proceedings cannot be predicted with

certainty, but could include costly damage awards or settlements, fines, and the loss of licences, concessions or rights.

In the event of a dispute, we may be subject to the exclusive jurisdiction of foreign courts, or may not be successful in

subjecting foreign persons to the jurisdiction of courts in South Africa. An adverse or arbitrary decision of a foreign court could

have a material adverse impact on our financial performance, cash flow and results of operations. Should we be unable to

resolve disputes favourably or to enforce our rights, this may have a material adverse impact on our financial performance, cash

flow and results of operations.

Our most significant identified legal exposures concern the silicosis and tuberculosis class action settlement and related

provision, described above under "– Exposure to mining-related health hazards may result in occupational disease and

significant long-term liabilities and costs", and the judicial review proceedings and OECD complaint concerning the EP and

proposed DSTP method for the Wafi-Golpu Project, described above under "A tailings facility failure could have far-reaching

consequences, and adverse developments concerning the proposed DSTP at Wafi-Golpu could materially adversely affect the

project and our business".

Accordingly, litigation, regulatory proceedings and other legal disputes could materially adversely affect Harmony's cash

flows, provisions, project development, reputation, results of operations and financial condition. See Item 8: "Financial

Information – Consolidated Statements and Other Financial Information – Legal Proceedings".

We have identified material weaknesses in internal control over financial reporting, which may adversely affect

investor confidence

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of our financial statements for external purposes in accordance with IFRS as issued by

the IASB. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports we file

or submit under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the

rules and forms of the SEC. We have invested in resources to manage the documentation and assessment of our system of

disclosure controls and our internal control over financial reporting. However, a control system, no matter how well designed and

operated, can provide only reasonable, not absolute, assurance.

In connection with the preparation of our consolidated financial statements for the year ended 30 June 2026, management

concluded that our internal control over financial reporting was not effective as of that date due to four material weaknesses.

One was newly identified during the year, and three were previously identified material weaknesses that had not been fully

remediated. Certain underlying control deficiencies resulted in errors in payroll provisions and accruals and material errors in

depreciation and deferred taxation, which have been corrected through the restatement of comparative information in our

consolidated financial statements. Management continues to implement remediation measures. The material weaknesses will

not be considered remediated until the relevant remedial actions have operated for a sufficient period and management has

concluded, through testing, that they are effective. See Item 15 for further information regarding the material weaknesses and

the status of the remediation measures as at 30 June 2026.

25

Table of contents

If we are unable to successfully remediate the identified material weaknesses, or if we experience additional material

weaknesses in future, we may be required to revise or restate previously issued financial statements or other public disclosures.

We may also incur additional audit, assurance and compliance costs, devote significant management resources to remediation

activities, or experience delays in the preparation and filing of financial reports. Investors may lose confidence in the reliability of

our financial statements, and we could become subject to SEC investigation, enforcement action, civil monetary penalties or

other sanctions, which could result in significant costs and reputational damage.

Investors, lenders, analysts and other stakeholders rely on the accuracy and integrity of our reported information when

assessing our financial condition, operating performance, capital allocation, decisions and future prospects. Actual or perceived

weaknesses in governance, risk management, internal controls or disclosure procedures may increase our cost of capital, affect

financing flexibility and divert management attention from operational and strategic priorities.

Accordingly, the identified material weaknesses, any failure to remediate them, and any future control deficiencies could

materially adversely affect Harmony's financial reporting integrity, reputation, access to capital, share price, results of operations

and financial condition. See Item 15: "Controls and Procedures".

Compliance with new and changing corporate governance and public disclosure requirements increases our costs of

compliance

Laws, regulations and standards relating to accounting, corporate governance and public disclosure, "conflict minerals"

and "responsible" gold, SEC regulations and other listing requirements applicable to us are subject to change and can create

uncertainty for companies such as ours. New or changed laws, regulations, codes and standards could lack specificity or be

subject to varying interpretation, and their application in practice may evolve over time as new guidance is provided by

regulatory and governing bodies. This could result in continuing uncertainty on compliance matters and higher compliance costs

as a result of ongoing revisions to governance standards.

As a company with a primary listing on the JSE and a listing on the New York Stock Exchange Inc. ("NYSE"), we are

subject to the requirements of two regulatory regimes, including the King V Code on corporate governance and the JSE Listings

Requirements in South Africa and the requirements of the SEC and the NYSE in the United States. Divergence or change in

these requirements may increase the complexity and cost of compliance.

We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply

with evolving laws, regulations, codes and standards have resulted in, and are likely to continue to result in, increased general

and administrative expenses.

Accordingly, compliance with new and changing corporate governance and public disclosure requirements could materially

adversely affect Harmony's compliance costs, management capacity, results of operations and financial condition.

Corruption, bribery, fraud and other compliance failures may result in penalties, operational restrictions and

reputational damage

Harmony operates across multiple jurisdictions, including those with less developed political and regulatory environments,

and is subject to a broad range of anti-corruption, anti-bribery, anti-money laundering, sanctions, competition, data protection,

securities, mining, environmental, labour and other compliance requirements. Our business involves interactions with

governments, regulators, state-owned entities, suppliers, contractors, joint venture partners, customers, local communities,

traditional authorities and other stakeholders. As a result, we are exposed to the risk that employees, contractors, agents,

business partners or other third parties may engage in conduct that violates applicable legal requirements, internal policies,

codes of conduct or contractual obligations.

Our governance and compliance processes may not prevent potential breaches of law, accounting principles or other

governance practices. Our Code of Conduct and Behavioural Code, among other policies, procedures, standards, guidance and

related training, may not prevent instances of unethical or unlawful behaviour, including bribery or corruption, nor do they

guarantee compliance with legal and regulatory requirements, and breaches may not be detected by management.

The mining industry may be exposed to heightened corruption, fraud and governance risks due to factors such as licensing

and permitting processes, procurement activities, customs procedures, land access arrangements, community engagement

obligations, local participation requirements and interactions with public officials. The increasing scale and geographic diversity

of Harmony's operations, projects and business relationships may also increase the complexity of monitoring compliance and

enforcing consistent standards across the organisation and its value chain.

To the extent that we suffer any actual or alleged breach of relevant laws, including anti-bribery and corruption legislation in

the countries we operate in or the US Foreign Corrupt Practices Act of 1977, this may lead to investigations and examinations,

fines, penalties, imprisonment of officers, litigation, loss of operating licences or permits, suspension of operations, debarment

from business opportunities and negative effects on our reported financial results. Compliance failures involving third parties

may present similar risks where Harmony is alleged to have failed to exercise adequate oversight, or where misconduct is

attributed to activities undertaken on our behalf.

Significant compliance failures or allegations of misconduct may damage our reputation, weaken stakeholder trust and

adversely affect our social licence to operate. Such events may also restrict access to capital, increase financing costs and

reduce our ability to pursue acquisitions, partnerships, permits, licences and strategic growth opportunities.

Accordingly, corruption, bribery, fraud and other compliance failures could materially adversely affect Harmony's reputation,

operating activities, project development, cash flows, results of operations, financial condition, growth prospects and

shareholder value.

26

Table of contents

Increased audit and compliance requirements could result in higher costs, increased management demands, and

delays in financial reporting

The Company's external audit and financial reporting processes require significant management time and resources. The

complexity of the Company's global mining operations, financial reporting environment and internal control framework may result

in a higher level of audit effort and increased audit and other compliance-related costs.

Changes in regulatory requirements, accounting standards, audit procedures or auditor expectations may require

management to devote additional resources to assessing, documenting, implementing and monitoring financial reporting

processes and controls. These activities may divert management attention from other business priorities and could increase

administrative and compliance costs.

If the Company is unable to effectively manage these demands, the preparation and completion of periodic financial

reporting and other regulatory filings could be delayed, which may adversely affect the Company's reputation, compliance

obligations and relationships with investors and regulators.

Future restatements or corrections could adversely affect investor confidence and expose us to additional costs and

liability

As part of the audit of our financial statements, certain accounting positions relating to prior periods were reconsidered,

resulting in the identification and correction of errors in previously issued financial statements.

Two errors relating to prior periods were identified and corrected through the restatement of the comparative financial

information presented in the current-period financial statements. The restatement reflects the correction of these errors and the

resulting revisions to the affected comparative amounts and related disclosures.

As a result of the restatement, we may face increased scrutiny from investors, analysts, regulators and other stakeholders

regarding the reliability of our financial reporting, which could affect investor confidence in our financial disclosures and could

contribute to volatility in the market price of our securities. We may also be subject to litigation, regulatory inquiry or other claims

arising from the restatement, the costs and outcomes of which cannot be predicted with certainty. In addition, management

resources continue to be committed to remediating the material weaknesses in internal control over financial reporting described

elsewhere in this risk factors section, which may divert attention and resources from other aspects of our business.

Accordingly, the restatement of our previously issued financial statements, and any future restatement, correction or other

adjustment to our financial statements, could adversely affect investor confidence, our reputation, our compliance costs and our

results of operations and financial condition. See note 38 "Restatement of comparative information" to our consolidated financial

statements set forth beginning on page F-1, Item 5: "Operating results – Restatement of prior-year comparatives" and Item 15:

"Controls and Procedures".

Risks Related to Our Ordinary Shares and ADSs

We may not pay dividends or make similar payments to our shareholders in the future

Harmony has amended its dividend policy to allow for up to 50% of operating free cash flow after capital, interest, tax and

corporate and other expenditure ("net free cash") to be returned to shareholders, subject to the discretion of the board and

leverage levels measured by the ratio of net debt to earnings before interest, taxes, depreciation and amortisation ("EBITDA").

The revised policy now includes an improved base dividend, which has been increased from 20% to 30% of net free cash. In

addition, an upside dividend may be paid, based on leverage levels. When leverage is equal to or above 0.5x and below 1x,

only a base dividend of 30% of net free cash is payable. As leverage improves, the board may at its sole discretion consider an

upside dividend of up to 20% of net free cash.

Under South African law, we may only pay a dividend or similar payment to shareholders if we meet the solvency and

liquidity tests set out in the Companies Act, 71 of 2008 (as amended), including its regulations, and in our Memorandum of

Incorporation. Cash dividends or other similar payments may therefore not be paid in future. There is currently a 20%

withholding tax on dividends declared by South African resident companies to non-resident shareholders and non-resident

holders of ADSs.

Our capital allocation priorities include funding the development of our growth projects, including the Eva Copper Project

and the Wafi-Golpu Project, and servicing indebtedness incurred in connection with the acquisition of MAC Copper. The

application of cash to these priorities may reduce the amount available for distribution to shareholders in any given period.

As dividends are considered by many investors to be an important investment criterion, and given the importance of

external investment for the continued stability of the Company and potential future cash flows, any reduction in or suspension of

dividends may adversely affect future investment in the Company.

Accordingly, our inability or decision not to declare or pay dividends could adversely affect the market price, liquidity and

value of our ordinary shares and ADSs, and the returns realised by holders of those securities.

Our ordinary shares are subject to dilution as a result of our employee share schemes

We have a Deferred Share Plan, forming part of our Total Incentive Plan, which came into effect in 2020. Our shareholders

have authorised up to 25,000,000 shares of the issued share capital to be used for this plan. A new employee share ownership

plan ("ESOP") was implemented in 2024 and shares have been issued under it.

As a result, shareholders' equity interests in us are subject to dilution to the extent of potential future issues and exercises

under these share plans. Any future issue of ordinary shares, whether under employee share schemes or to fund acquisitions or

capital requirements, may further dilute the proportionate interests of existing holders of ordinary shares and ADSs.

27

Table of contents

In addition, sales of large quantities of our ordinary shares or ADSs, or the perception that such sales may occur, could

adversely affect the prevailing market price of those securities.

Accordingly, dilution arising from our employee share schemes and other share issues could adversely affect the market

price, liquidity and value of our ordinary shares and ADSs and the proportionate interests of existing holders.

Fluctuations in exchange rates may reduce the market value of our securities and of any dividends or distributions

paid by us

We have historically declared all dividends in South African rand. As a result, exchange rate movements may have affected

the US dollar value of these dividends, as well as of any other distributions paid by the Depositary to holders of ADSs.

Our Memorandum of Incorporation allows for dividends and distributions to be declared in any currency at the discretion of

the board of directors, or of shareholders at a general meeting. If, and to the extent that, we opt to declare dividends and

distributions in US dollars, exchange rate movements will not affect the US dollar value of those dividends or distributions;

nevertheless, the value of any dividend or distribution in Australian dollars, Kina or rand will continue to be affected. If, and to the

extent that, dividends and distributions are declared in rand in future, exchange rate movements will continue to affect the

Australian dollar, Kina and US dollar value of those dividends and distributions.

Additionally, the market value of our securities as expressed in Australian dollars, Kina, US dollars and rand will continue to

fluctuate in part as a result of foreign exchange movements. Our foreign shareholders therefore face investment risk from

currency exchange rate fluctuations affecting both the market value of our securities and the value of any dividends or

distributions paid by us.

Accordingly, exchange rate fluctuations could reduce the market price, value and effective yield of our ordinary shares and

ADSs for holders whose reference currency is not the currency of declaration.

Investors may face liquidity risk in trading our ordinary shares on the JSE

The primary listing of our ordinary shares is on the JSE. Historically, the trading volumes and liquidity of shares listed on

the JSE have been low relative to other major markets.

The ability of a holder to sell a substantial number of our ordinary shares on the JSE in a timely manner, particularly in a

large block trade, may be restricted by this limited liquidity. Limited liquidity may also increase the volatility of the price at which

our ordinary shares trade and may widen the spread between bid and offer prices, with the result that a holder may realise less

on a disposal than the prevailing quoted price would suggest.

Accordingly, limited liquidity on the JSE could adversely affect the market price, liquidity and value of our ordinary shares,

and the ability of holders to dispose of their holdings at the time and price they seek. See Item 9: "The Offer and Listing –

Markets – The Securities Exchange in South Africa".

Shareholders outside South Africa may not be able to participate in future issues of securities

The securities laws of certain jurisdictions may restrict our ability to allow participation by certain shareholders in future

issues of securities, including ordinary shares, carried out by us or by an affiliate.

In particular, holders of our securities who are located in the United States, including those who hold ordinary shares or

ADSs, may not be able to participate in securities offerings by or on behalf of us unless a registration statement under the

Securities Act is effective with respect to such securities, or an exemption from the registration requirements of the Securities

Act is available. The securities laws of certain other jurisdictions may also restrict our ability to allow the participation of all

holders in those jurisdictions in future issues of securities.

Where affected holders are unable to participate in a rights offering or other pre-emptive issue, their proportionate interest

in the Company will be diluted, and they may not receive value in respect of the rights they are unable to exercise.

Accordingly, restrictions on participation in future issues of securities could dilute the interests of affected holders and

adversely affect the value of their ordinary shares and ADSs.

Investors in the United States may have difficulty bringing actions and enforcing judgments against us, our directors

and our executive officers

We are incorporated in South Africa. Each of our directors and executive officers, and our independent registered public

accounting firm, resides outside the United States. Substantially all of the assets of these persons, and substantially all of our

assets, are located outside the United States.

As a result, it may not be possible for investors to effect service of process within the United States upon these persons or

upon us, or to enforce against them or us, in a court of the United States, a judgment predicated upon the civil liability provisions

of the federal securities laws or other laws of the United States or of any state. A foreign judgment is not directly enforceable in

South Africa, but constitutes a cause of action which may be enforced by South African courts in certain circumstances.

Accordingly, holders of our ordinary shares and ADSs may have limited practical recourse in respect of claims arising

under United States securities laws, which may adversely affect the value of, and the protections available to holders of, those

securities.

28

Table of contents

US securities laws do not require us to disclose as much information as a US company, and investors may receive less

information about us

We are subject to the periodic reporting requirements of the SEC and the NYSE that apply to "foreign private issuers". The

periodic disclosure required of foreign private issuers under applicable rules is more limited than the periodic disclosure required

of US domestic issuers. Among other things, we are not required to file quarterly reports on Form 10-Q or current reports on

Form 8-K. Our officers and directors are, however, subject to the reporting requirements of Section 16(a) of the Exchange Act,

including filings on Forms 3, 4 and 5. Principal shareholders who are not also officers or directors remain exempt from those

reporting requirements.

Investors may therefore receive less information about us, and receive it less frequently or less promptly, than they

otherwise might from a comparable US company or from certain of our peers in the industry. This may adversely affect investors'

ability to make timely and fully informed decisions about their investment in us.

Accordingly, the more limited disclosure regime applicable to us as a foreign private issuer may adversely affect the

information available to holders of our ordinary shares and ADSs and the market price, liquidity and value of those securities.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Harmony is a public limited company incorporated in South Africa, with its registered office at Randfontein Office Park,

Corner Main Reef Road and Ward Avenue, Randfontein, 1759, telephone number +27 11 411 2000. Harmony was incorporated

and registered as a public limited company in South Africa under registration number 1950/038232/06 on 25 August 1950.

Harmony is the ultimate holding company of the Group.

The information set forth under the headings:

◦“– Harmony – Harmony in focus” on pages 3 to 4;

◦“– Harmony – Business model” on pages 7 to 11;

◦“– Delivering profitable ounces – Performance by operation" on pages 29 to 67; and

◦“– Delivering profitable ounces – Exploration and projects” on pages 68 to 71

of the Integrated Annual Report for the 20-F 2026 is incorporated herein by reference. Also see note 19 “Investments in

Associates” and note 20 “Investment in Joint Operations” of our consolidated financial statements, set forth beginning on

page F-1.

For information concerning our principal capital expenditures currently in progress, including the distribution of these

investments geographically and the method of financing, refer to Item 4: "Information on the Company – Business Overview –

Capital Expenditures” and Item 5: “Operating and Financial Review and Prospects – Liquidity and Capital Resources”.

In fiscal 2026, we did not receive any public takeover offers by third parties or make any public takeover offers in respect of

other companies’ shares.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information

regarding issuers that file electronically with the SEC (www.sec.gov). As a foreign private issuer, we are exempt from the rules

under the Exchange Act that prescribe the furnishing and content of proxy statements to shareholders. Our corporate website is

www.harmony.co.za.

Recent Developments

Developments since 30 June 2026

•On 2 July 2026, we drew down US$400 million under the US$500 Million Syndicated Facility and A$250 million under the

A$500 Million Syndicated Facility. These funds were utilised to settle US$300 million outstanding under the US$400 million

sustainability-linked syndicated term loan facility (the "US$400 Million Syndicated Facility") and US$275 million

outstanding under the US$1.25 billion bridge facility (the "US$1.25 Billion Bridge Facility"), completing the refinancing

and extending the Group's debt maturity profile. Subsequently, on 18 September 2026, a drawdown of A$125 million was

made. Principal repayments of US$150 million and US$250 million were made on the US$500 Million Syndicated Facility

on 28 September 2026 and 2 October 2026, respectively.

•On 14 August 2026, Mr Frans (“Faan”) Lombard was appointed as Lead Independent Director and chair of the nominations

committee in addition to his membership of the audit and risk committee.

•On 26 August 2026, a final dividend of 750 SA cents per ordinary share was declared, which was paid on 12 October 2026.

•On 22 September 2026, the Company priced a convertible bond offering for US$500 million. On 29 September 2026 the

bonds were issued and the funds were received.

•On 15 October 2026, Mr Alwyn Pretorius and Mr James Boardman were appointed to the board of directors of Harmony as

independent non-executive directors.

29

Table of contents

B. BUSINESS OVERVIEW

The information set forth under the headings:

•“– Harmony – Harmony in focus” on pages 3 to 4;

•“– Harmony – Strategy” on pages 21 to 28;

•“– Harmony – Business model” on pages 7 to 11;

•“– Harmony – Operating context” on pages 12 to 14;

•“– Harmony – Risk and opportunity management” on page 15;

•“– Harmony – Key matters affecting our business and strategy” on pages 16 to 20;

•“– Delivering profitable ounces – Performance by operation” on pages 29 to 67;

•“– Delivering profitable ounces – Exploration and projects” on pages 68 to 71; and

•“– Sustainability performance” on pages 72 to 194

of the Integrated Annual Report for the 20-F 2026 is incorporated herein by reference.

Gold and Copper Price Volatility

The profitability of the Group’s operations, and the cash flows generated by those operations, are affected mainly by

changes in the market price of gold, copper, and in the case of Hidden Valley, silver as well. Revenue for fiscal 2026 amounted

to R99,238 million of which R101,582 million, excluding hedging, was from the sale of gold, compared with revenue of

R73,896 million in fiscal 2025 of which R75,240 million, excluding hedging, related to the sale of gold. The increase in gold

revenue was mainly driven by a 45.5% increase in the average dollar gold price received, increasing from US$2,620/oz in fiscal

2025 to US$3,811/oz in fiscal 2026.

Offsetting the above was a hedging loss of R9,649 million in fiscal 2026, compared to a loss of R4,594 million in fiscal

2025. The increase in the hedging loss is directly linked to the increase in gold prices seen throughout fiscal 2026. Harmony

entered into derivative contracts to manage the variability in cash flows from the Group’s production, in order to create cash

certainty and protect the Group against lower commodity prices.

Current demand and supply affect the price of gold, but not necessarily in the same manner as current demand and supply

affect the prices of other commodities. Historically, gold has retained its value in relative terms against basic goods in times of

inflation and monetary crisis. As a result, central banks, financial institutions and individuals hold large amounts of gold as a

store of value, and production in any given year constitutes a very small portion of the total potential supply of gold. However, as

gold has historically been used as a hedge against unstable or lower economic performance, improved economic performance

may have a negative impact on the price for gold. Since the potential supply of gold is large relative to mine production in any

given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or its price.

Uncertainty in global economic conditions has impacted the price of gold significantly in the past and continued to do so in fiscal

2026. These factors include high inflation and interest rates, as well as increasing geopolitical tensions which are currently

creating increased demand for gold by central banks, amongst others, which may continue to result in increased volatility.

The volatility of gold prices is illustrated in the table, which shows the annual high, low and average of the afternoon

London bullion market fixing price of gold in US dollars for each of the past ten years:

Annual gold price: 2017 – 2026

* These prices are based on calendar years and differ from Harmony's fiscal-year realised prices.

On 23 October 2026, the afternoon fixing price of gold on the London bullion market was US$3,996/oz.

30

Table of contents

In fiscal 2026, Harmony also benefited from eight months of copper revenue following the acquisition and integration of

MAC Copper. Copper sales contributed a total of R3,501 million in revenue consisting of R3,375 million of revenue from

contracts with customers and R126 million relating to favourable provisional pricing adjustment during fiscal 2026. As Harmony

expands its exposure to copper, the Group’s future financial performance, cash flows and results of operations may also be

affected by fluctuations in copper prices. Copper prices are influenced by factors including global industrial demand, economic

growth, supply disruptions, inventory levels, electrification and energy-transition activity. See Item 5: "Operating and Financial

Review and Prospects – Operating results – Key factors affecting our results – Copper Concentrate Price, Provisional Pricing

and Streaming Arrangements".

Capital Expenditures

Capital expenditures incurred across all operations in fiscal 2026 amounted to R13,167 million which includes R716 million

towards phase 2A of our renewable energy programme, compared with R10,998 million in fiscal 2025. Expenditure for fiscal

2026 includes R1,049 million directed towards the newly acquired CSA. During fiscal 2026, capital expenditures at Moab

Khotsong and Hidden Valley accounted for 18% of the total, with Mponeng accounting for 16% whilst Doornkop and CSA each

accounted for 8%. During fiscal 2025, capital expenditures at Moab Khotsong accounted for 22% of the total, with Mponeng

accounting for 19%, Hidden Valley for 15%, Mine Waste Solutions for 10% and Doornkop for 8%.

The focus of our capital expenditures in recent years has been on underground development, major projects such as

Zaaiplaats, the Mponeng life-of-mine ("LOM") extension project and Kareerand, as well as plant improvement and upgrades.

During fiscal 2026, capital expenditure was funded from Harmony's cash generated by operations. See Item 5: “Operating and

Financial Review and Prospects – Liquidity and Capital Resources”.

We have budgeted approximately R16,484 million for operational capital expenditures in fiscal 2027, excluding capital

allocated for renewables, other international projects, Eva Copper and Wafi-Golpu. We currently expect that our planned

operational capital expenditures will be financed from cash generated by operations and new borrowings as needed. Details

regarding the anticipated capital expenditure for each operation are included in the table below.

1Includes capital expenditure for Zaaiplaats.

2Includes capital expenditure for the LOM extension projects.

3Includes capitalised stripping costs.

Regulation

Mineral Rights – South Africa

MPRDA

The MPRDA was promulgated as effective legislation on 1 May 2004 and is the primary legislation regulating the mining

industry in South Africa. Pursuant to the MPRDA, the South African government is the custodian of South Africa’s mineral and

petroleum resources and has a duty to administer these resources for the benefit of all South Africans. As a consequence, an

owner of the surface rights has no claim to the minerals found in, on or under the surface of his or her land. The MPRDA

extinguished private ownership of minerals. The DMPR, formerly the Department of Mineral Resources and Energy (“DMRE”)

and, before that, the Department of Mineral Resources (“DMR”), administers and implements the MPRDA through its regional

offices. References in this annual report on Form 20-F to the “Minister” are to the minister responsible for mineral resources at

the relevant time.

31

Table of contents

Any person (including the owner of the surface rights) who wishes to exploit mineral resources in South Africa is required

to first apply for and obtain the appropriate right under the MPRDA. The Minister is authorised to grant or refuse applications for

rights under the MPRDA. Provided that an applicant meets all of the requirements relating to the right for which the applicant

has applied, the Minister is obliged to grant the right. Once the right is granted in terms of the MPRDA and registered in terms of

the Mining Titles Registration Act, 16 of 1967, the holder holds a limited real right in respect of the mineral and the land to which

such right relates.

In accordance with the MPRDA, the holder of a mining right must comply with the terms of the right, the provisions of the

MPRDA, the environmental authorisation (issued under the NEMA), the mining work programme and the SLP approved as part

of the right. The SLP relates to the obligations placed on the mining right holder to, among other things, train employees of the

mine in accordance with prescribed training methodologies, achieve employment equity and human resource development in

the mining company, improve housing and living conditions of employees and set up local economic development ("LED")

projects.

Compliance with each of the provisions of the MPRDA, environmental authorisation, mining work programme and SLP is

monitored by submission of monthly, bi-annual and annual returns and reports by the holder of the right to the DMPR in

accordance with the provisions of the MPRDA and the right. A prospecting or mining right can be suspended or cancelled if the

holder conducts mining operations in breach of the MPRDA, a term or condition of the right or an Environmental Management

Programme ("EMPr"), or if the holder of the right submits false, incorrect or misleading information to the DMPR. The MPRDA

sets out a process which must be followed before the Minister is entitled to suspend or cancel the prospecting or mining right.

Following the commencement of the MPRDA, we secured the conversion of all our “old order” mining rights into “new

order” mining rights and validated our existing mining authorisations. All our mining operations in South Africa have valid mining

rights under the MPRDA, and we actively carry out mining and exploration activities in all our material mineral rights areas. We

continue to comply with the applicable monthly, annual and bi-annual reporting obligations to the DMPR.

On 20 May 2025, the South African Government published the MPRD Bill for public comment and a subsequent correction

was published on 9 June 2025. It invited interested and affected parties to submit their comments on the MPRD Bill on or before

13 August 2025. As of 30 June 2026, the public consultation process has concluded and the MPRD Bill remains under

consideration by the South African government.

Among other things, the MPRD Bill, if promulgated, would achieve the following. In relation to black economic

empowerment ("BEE"), the MPRD Bill proposes to regulate empowerment in terms of regulations to be published pursuant to

the MPRD Bill. It is unclear what requirements will be contained in those regulations and the extent to which they will be based

on, or replace, Mining Charter III. In relation to historic tailings created before 1 May 2004, which are not regulated under the

MPRDA, the MPRD Bill purports to amend the MPRDA so as to render historic tailings subject to regulation under it, resulting in

the South African government gaining custodianship of historic tailings. The current owners of these historic tailings would be

afforded an opportunity to apply for amendments to existing rights, or for new rights over the historic tailings, within two years of

the MPRD Bill being introduced as law.

In relation to transfers of interests in companies, the MPRD Bill proposes amendments which are unclear but could

suggest that a transfer of any interest in an unlisted company, where such company holds a prospecting right or mining right,

requires the prior consent of the Minister. In relation to mineral beneficiation, the MPRD Bill seeks to make it mandatory for the

Minister to initiate or promote the beneficiation of minerals and petroleum resources in South Africa, and affords broad discretion

over beneficiation without providing criteria under which that discretion should be exercised. In relation to strategic minerals, the

Minister may, in consultation with other relevant ministers, declare certain minerals or a class of minerals to be strategic to

advancing government imperatives and accordingly restrict their prospecting or mining. The MPRD Bill does not elaborate on

what minerals could be declared "strategic".

In relation to penalties, the MPRD Bill proposes to introduce fines of up to 10% of the offender's annual turnover in South

Africa, and exports from South Africa, during the preceding financial year for contraventions of the MPRDA. In relation to the

issue of a closure certificate, the MPRD Bill envisages that a rights holder will remain liable for any latent or residual

environmental and associated damage caused by prospecting and mining operations even after, and notwithstanding, the issue

of a closure certificate by the Minister, with the result that a rights holder will no longer be indemnified from liability after its issue.

The definition of “this Act” would also be amended to elevate the status of the Codes of Good Practice for the South African

Minerals Industry and the Housing and Living Conditions Standard for the Minerals Industry, 2019 (the "Housing and Living

Conditions Standard") from policy documents to law.

32

Table of contents

Regulations under the MPRDA

On 27 March 2020 the Minister published for implementation amendments to the regulations promulgated pursuant to the

MPRDA in 2004 (the "MPRDA Regulations" and, as amended, the "Amended Regulations"). The Amended Regulations

include the following notable changes.

Mining right applicants must meaningfully consult with landowners, lawful occupiers and interested and affected parties in

accordance with the procedures contemplated under the Environmental Impact Assessment Regulations, 2014 (the "EIA

Regulations"). The office of the Regional Manager is permitted to participate as an observer in these processes.

Mining right holders must, pursuant to their SLPs, contribute to the socio-economic development of the areas in which they

operate and of labour sending areas, being a local municipality which a majority of mine workers consider to be their primary

residence. This requirement may impose obligations on mining right holders to effect measures in communities that are located

far from the mine.

Although most of the provisions regulating environmental matters have been deleted from the Amended Regulations, those

dealing with mine closure have been retained and amended to state that mine closure must be regulated pursuant to the NEMA,

the EIA Regulations and the Financial Provisioning Regulations, 2015. The Financial Provisioning Regulations, 2015 remain in

force. Although the DFFE has published draft replacement financial provisioning regulations and engaged extensively with

industry stakeholders regarding a revised financial provisioning regime, no replacement regulations have been promulgated as

at 30 June 2026. The existing Financial Provisioning Regulations, 2015 continue to apply, subject to amendments to their

transitional arrangements.

The appeal process in the MPRDA Regulations has been replaced with a more comprehensive procedure that includes

specific time periods within which appellants, respondents and the competent authority must submit appeals, submit responses

or consider appeals, as the case may be. Although there is no guarantee that the parties will comply with these time periods,

they are intended to hold the parties accountable and to ensure that appeals are resolved in a timely manner.

General Mining Laws Amendment Bill

In August 2026, the South African Government published the General Mining Laws Amendment Bill for public comment.

The General Mining Laws Amendment Bill is intended to strengthen the legislative framework applicable to illegal mining. The

General Mining Laws Amendment Bill proposes the creation of specific criminal offences relating to illegal mining and materially

increased penalties for certain offences.

The General Mining Laws Amendment Bill proposes amendments to four statutes, namely the Criminal Procedure Act, 51

of 1977 (the "Criminal Procedure Act"), the Diamonds Act, 56 of 1986 (the "Diamonds Act"), the MPRDA, and the Precious

Metals Act, 37 of 2005 (the "Precious Metals Act"). In relation to the MPRDA, the General Mining Laws Amendment Bill

proposes the introduction of statutory definitions for “artisanal mining”, “artisanal mining permit”, and “small-scale mining permit”,

reflecting the South African government's broader efforts to formalise and regulate artisanal and small-scale mining activities.

The General Mining Laws Amendment Bill expressly distinguishes lawful artisanal and small-scale mining conducted under the

requisite permits from unlawful mining activities and is not intended to criminalise duly authorised artisanal miners.

The General Mining Laws Amendment Bill further proposes the creation of specific criminal offences relating to illegal

mining, including the carrying out of prospecting or mining activities without the requisite mining rights, permits and

environmental authorisations. It also introduces a new offence prohibiting any person from assisting, facilitating or providing

services that enable illegal prospecting or mining activities. In addition, the General Mining Laws Amendment Bill proposes

expanded enforcement powers, including granting members of the South African Police Service certain compliance and

enforcement powers under the MPRDA.

The General Mining Laws Amendment Bill would materially increase penalties for certain offences. Under the proposed

amendments, contraventions of the MPRDA, Diamonds Act and Precious Metals Act may attract fines of up to R100 million and

imprisonment for periods of up to 30 years in certain circumstances, representing a substantial increase from existing penalty

provisions. The General Mining Laws Amendment Bill also proposes that offences relating to illegal prospecting, mining and

assisting such activities be included in Schedule 1 to the Criminal Procedure Act, thereby strengthening law enforcement and

prosecutorial measures available to combat illegal mining.

As of the date of this annual report on Form 20-F, the General Mining Laws Amendment Bill remains subject to the public

consultation process and has not been enacted.

Mining Charter

The South African government has identified the South African mining industry as a sector in which significant participation

by HDPs is required. One of the objects of the MPRDA is to substantially and meaningfully encourage HDPs to enter the mineral

and petroleum industries and to benefit from the exploitation of the nation’s mineral and petroleum resources. In terms of section

100 of the MPRDA, the Minister was empowered to develop a broad-based socio-economic charter in order to set the

framework for targets and time periods for giving effect to these objectives.

Among other things, the original Mining Charter negotiated in 2002 and gazetted in 2004 (the "Original Charter") stated

that mining companies agreed to achieve 26% HDP ownership of South African mining industry assets within ten years (i.e. by

the end of 2014). Ownership could comprise active involvement, through HDP-controlled companies (where HDPs own at least

50% plus one share of the company and have management control), strategic joint ventures or partnerships (where HDPs own

at least 25% plus one vote of the joint venture or partnership interest and there is joint management and control), collective

investment vehicles, the majority ownership of which is HDP based, or passive involvement, particularly through broad-based

vehicles such as employee stock option plans.

33

Table of contents

The Original Charter was subsequently amended by the Amended Charter which included targets and timelines for HDP

participation in procurement and enterprise development, beneficiation, employment equity, human resources development,

mine community development, housing and living conditions, sustainable development and growth of the mining industry and

reporting (monitoring and evaluation). It required mining companies to achieve the following, among other things, by no later

than 13 December 2014:

•have a minimum effective HDP ownership of 26%;

•procure a minimum of 40% of capital goods, 70% of services and 50% of consumer goods from HDP suppliers (i.e.

suppliers in which a minimum of 25% + one vote of their share capital must be owned by HDPs) by 2014 (exclusive of non-

discretionary procurement expenditure);

•ensure that multinational suppliers of capital goods contribute a minimum of 0.5% of their annual income generated from

South African mining companies into a social development fund from 2010 towards the socio-economic development of

South African communities;

•achieve a minimum of 40% HDP demographic representation at executive management (board) level, senior management

(executive committee) level, core and critical skills, middle management level and junior management level;

•invest up to 5% of annual payroll in essential skills development activities; and

•implement measures to improve the standards of housing and living conditions for mineworkers by converting or upgrading

mineworkers’ hostels into family units, attaining an occupancy rate of one person per room and facilitating home ownership

options for all mineworkers in consultation with organised labour.

In addition, mining companies were required to monitor and evaluate their compliance with the Amended Charter and

submit annual compliance reports to the DMR (as it was then). The "scorecard" attached to the Amended Charter made

provision for a phased-in approach for compliance with the above targets over the five-year period ending on 13 December

2014. For measurement purposes, the scorecard allocated various weightings to the different elements of the Amended Charter.

Failure to comply with the provisions of the Amended Charter would, according to its provisions, ostensibly amount to a breach

of the MPRDA and could have resulted in the cancellation or suspension of a mining company’s mining rights.

In March 2015, the DMR prepared an interim report of consolidated results of the self-assessment by reporting companies

of compliance with the Amended Charter, reporting relatively broad compliance with the non-ownership requirements of the

Amended Charter. However, the DMR did not report the results of compliance with the HDP ownership guidelines of the

Amended Charter and noted that there was no consensus on certain principles applicable to the interpretation of the ownership

element.

On 31 March 2015, the Minerals Council South Africa ("MCSA"), then known as the Chamber of Mines of South Africa, and

the DMR jointly agreed to approach the High Court of South Africa (Gauteng Division) to seek a declaratory order that would

provide a ruling on the relevant legislation and the status of the Original Charter and the Amended Charter, including clarity on

the status of previous empowerment (i.e., HDP ownership) transactions concluded by mining companies and a determination on

whether the ownership element of the Original Charter and the Amended Charter should be a continuous compliance

requirement for the duration of the mining right as argued by the DMR, or a once-off requirement as argued by the MCSA, on

the “once empowered always empowered” principle. The MCSA and the DMR filed papers in court (the "Main Application") and

the matter was placed on the roll to be heard on 15 March 2016. On 16 February 2017, the High Court of South Africa (Gauteng

Division) postponed the hearing of the application indefinitely to allow the MCSA and the South African government to engage in

further discussion on this matter.

The Minister subsequently published the Broad-Based Black Socio-Economic Empowerment Charter for the South African

Mining and Minerals Industry, 2017 ("2017 Mining Charter") which came into effect on 15 June 2017. The MCSA launched an

urgent application in the High Court of South Africa (Gauteng Division) to interdict the implementation of the 2017 Mining Charter

(the "Interdict Application") pending a judicial review application on the basis that it was unilaterally developed and imposed on

the industry and that the process that was followed by the DMR in developing the 2017 Mining Charter had been seriously

flawed (the "2017 Review Application"). However, the Minister and the MCSA reached an agreement on 13 September 2017

under which the Interdict Application did not proceed as the Minister undertook to suspend the 2017 Mining Charter pending the

outcome of the 2017 Review Application by the MCSA. The 2017 Review Application was subsequently indefinitely postponed

by agreement between the DMR and the MCSA on the basis that the MCSA had entered into a new round of discussions with

the President of South Africa, Cyril Ramaphosa, and the Minister. On 19 February 2018, the High Court of South Africa

(Gauteng Division) ordered that the DMR and the MCSA also involve communities affected by mining activities in these new

discussions relating to the 2017 Mining Charter.

When the 2017 Mining Charter was published, the MCSA re-enrolled the Main Application for hearing and the High Court

of South Africa (Gauteng Division) hearing was held in December 2017.

On 4 April 2018, the High Court of South Africa (Gauteng Division) delivered its judgment (the "2018 Judgement"). The

effect of the 2018 Judgement is that mining companies are not required to re-empower themselves after their HDP shareholders

have sold out and that the DMR cannot rely on the provisions of the MPRDA to enforce compliance with the Amended Charter,

unless the provisions which the DMR seeks to enforce were made a term or condition of the mining right. The High Court of

South Africa (Gauteng Division) also held that the Minister's promulgation of the Amended Charter did not occur in terms of or in

compliance with the duty imposed under section 100(2) of the MPRDA and, as such, the terms of the Amended Charter can

have legal consequences or significance only insofar as they are, by any means, reflected in the terms or conditions subject to

which the Minister grants a mining right. It also brings the validity and enforceability of any subsequent mining charter into

question unless it is legislatively authorised. On 19 April 2018, the DMR filed a notice of intention to appeal the judgment of the

High Court of South Africa (Gauteng Division), but later withdrew its appeal in August 2020.

34

Table of contents

On 27 September 2018, the Minister published the Mining Charter III on which date it also became effective, as amended

by the notice published in the Government Gazette on 19 December 2018 and read with the Implementation Guidelines. It

replaces, in their entirety, the Original Charter and the Amended Charter. Mining Charter III imposes obligations and increased

participation by HDPs in relation to a mining company's ownership, procurement of goods and services, enterprise and supplier

development, human resource development and employment equity requirements. The first annual reporting for compliance with

Mining Charter III was on or before 31 March 2020, although on 11 April 2020, the Minister gazetted Directions under the

regulations of the Disaster Management Act, 57 of 2002 as part of the measures to address, prevent and combat the spread of

Covid-19, which extended the date for submission of the first annual report to 1 June 2020. Harmony submitted its first report

under Mining Charter III within the specified deadline, and has timely submitted subsequent reports.

Some of the material changes introduced by Mining Charter III include:

•in relation to existing mining rights, the continuing consequences of historical BEE transactions will be recognised and

existing right holders will not be required to increase their HDP shareholding for the duration of their mining right in

circumstances where they either achieved and maintained 26% HDP ownership or where they achieved the 26% HDP

ownership but their HDP shareholder has since exited;

•in relation to the renewal and transfer of existing mining rights, historical BEE credentials will not be recognised and mining

companies will be required to comply with the ownership requirements in relation to new mining rights (see below);

•in relation to new mining rights (granted after 27 September 2018) mining companies must have a minimum of 30% BEE

shareholding distributed as follows: a minimum of 5% non-transferable carried interest to qualifying employees; a minimum

of 5% non-transferable carried interest to host communities, or a minimum 5% equity equivalent benefit; and a minimum of

20% to a BEE entrepreneur, 5% of which must preferably be for women; "carried interest" is defined as "shares issued to

qualifying employees and host communities at no cost to them and free of any encumbrances. The cost for the carried

interest shall be recovered by a right holder from the development of the asset";

•applications for mining rights lodged and accepted prior to 27 September 2018, will be processed in terms of the Amended

Charter (i.e. with a 26% HDP ownership requirement) but with a further obligation to increase their HDP shareholding to

30% within five years of the granting of the right;

•BEE shareholding may be concluded at holding company level, mining right level, on units of production, shares or assets

and where it is concluded at any level other than mining right level, the flow-through principle will apply;

•the permitted beneficiation off-set of up to 11% against the HDP ownership requirement contained in the Original Charter

and Amended Charter has been reduced to 5% unless it was "claimed" prior to 27 September 2018;

•a minimum of 70% of total mining goods procurement spend (including non-discretionary expenditure) must be on South

African manufactured goods, allocated amongst HDP owned and controlled companies, women and youth owned and

controlled companies and BEE compliant companies;

•a minimum of 80% of the total spend on services (including non-discretionary expenditure) must be sourced from South

African companies, allocated among HDP owned and controlled companies, women and youth owned and controlled

companies and BEE compliant companies;

•mining companies must achieve a minimum representation of HDPs in the following management positions: 50% on the

board of directors (20% of which must be women), 50% in executive (20% of which must be women), 60% in senior

management (25% of which must be women); 60% in middle level (25% of which must be women); 70% in junior level

(30% of which must be women) and 60% in core and critical skills. In addition; HDPs with disabilities must constitute 1.5%

of all employees;

•the Minister may, by notice in the Government Gazette, review Mining Charter III;

•the ownership and mine community development elements are ring-fenced and require 100% compliance at all times; and

•a mining rights holder that has not complied with the ownership element and falls between levels 6 and 8 of the Mining

Charter scorecard shall be in breach of the MPRDA and its mining right may be suspended or cancelled in accordance with

the provisions of the MPRDA.

While Mining Charter III is now effective, there are transitional arrangements in relation to compliance with the procurement

and the employment equity element targets.

On 26 March 2019, the MCSA instituted judicial review proceedings in High Court of South Africa (Gauteng Division) for an

order reviewing and setting aside certain provisions of Mining Charter III. The provisions challenged by the MCSA relate to those

which, among other things:

•provide that mining rights holders must at all times comply with the ownership requirements imposed under Mining

Charter III;

•stipulate that the continuing consequences of historic empowerment transactions will not be recognised if existing mining

rights are renewed or transferred to third parties;

•impose the procurement thresholds for goods and services; and

•indicate that the Minister may invoke the sanctions prescribed under the MPRDA, if a mineral right holder fails to comply

with the threshold requirements imposed under the Mining Charter III.

35

Table of contents

The application aligns with the MCSA’s previously stated view that most aspects of the Mining Charter III represent a

reasonable and workable framework. However, the MCSA’s application contended that Mining Charter III does not fully

recognise the continuing consequences of previous empowerment transactions, particularly in relation to mining right renewals

and transfers of such rights. According to the MCSA, this constitutes a breach of the declaratory order on the matter issued by

the High Court of South Africa (Gauteng Division) in April 2018. On 30 June 2020, the High Court of South Africa (Gauteng

Division) ordered that various mine-affected communities and trade unions be joined as parties to the MCSA's application. The

MCSA's application was heard before a full bench of judges in May 2021. The 2021 Judgement was handed down on

21 September 2021, setting aside certain of the problematic provisions, while providing that the remainder of Mining Charter III

should continue in force. In November 2021, the DMPR informed the National Assembly's Portfolio Committee on Mineral

Resources and Energy that it does not intend to appeal the outcome of the 2021 Judgment, but instead will consider steps to

achieve the empowerment objectives through legislative amendments to the MPRDA.

The 2021 Judgment was discussed at the Parliamentary Portfolio Committee on Mineral Resources and Energy in 2022,

with various stakeholders, including organised labour and the MCSA, presenting their views on the implications of the judgment.

Subsequently, the South African government commenced a review of the MPRDA and as mentioned above published the MPRD

Bill for public comment. As of 30 June 2026, the MPRD Bill has not been enacted and remains under consideration following

completion of the public consultation process. It is not yet possible to determine the extent to which any future amendments may

address the matters considered in the 2021 Judgment.

For details of our compliance in this regard, see “Integrated Annual Report for the 20-F 2026 – Governance – Mining

Charter III – compliance scorecard” on pages 242 to 243.

The Royalty Act

The Mineral and Petroleum Royalty Act, 28 of 2008, and the Mineral and Petroleum Royalty Administration Act, 29 of 2008,

were assented to on 21 November 2008 with the commencement date set as 1 May 2009; the date on which royalties became

payable was deferred to 1 March 2010. Royalties are payable by the holders of mining rights to the government according to a

formula based on a defined earnings before interest and tax. This rate is then applied to a defined gross sales leviable amount

to calculate the royalty amount due, with a minimum of 0.5% and a maximum of 5% for gold. For 2026, the average royalty rate

for our South African operations was 3.7% of the gross sales leviable amount.

The BBBEE Act and the BBBEE Amendment Act

The Broad-Based Black Economic Empowerment Act, 53 of 2003 (the "BBBEE Act"), which came into effect on

21 April 2004, established a national policy on broad-based black economic empowerment with the objective to (i) remedy

historical racial imbalances in the South African economy and (ii) achieve economic transformation, by increasing the number of

black people who participate in the mainstream South African economy. The BBBEE Act provides for various measures to

promote BEE participation, including empowering the Minister of Trade and Industry to issue Codes of Good Practice (the

"BBBEE Codes"), with which organs of state and public entities and parties interacting with them or obtaining rights and

licences from them would be required to comply. The BBBEE Codes were first published in 2007, and were revised in 2013

(although the revisions only came into effect in 2015). The BBBEE Codes sought to provide a standard framework, in the form of

a "generic scorecard", for the measurement of BBBEE across all sectors and industries operating within the South African

economy and sought to regularise such sectors and industries by providing clear and comprehensive criteria for the

measurement of BBBEE.

On 24 October 2014, the Broad-Based Black Economic Empowerment Amendment Act, 46 of 2013 (the "BBBEE

Amendment Act"), came into effect. The BBBEE Amendment Act inserted a new provision in the BBBEE Act, whereby the

BBBEE Act would trump the provisions of any other law in South Africa which conflicts with the provisions of the BBBEE Act,

provided such conflicting law was in force immediately prior to the effective date of the BBBEE Amendment Act. The BBBEE

Amendment Act also stipulates that this provision would only be effective one year after the BBBEE Amendment Act is brought

into effect, on 24 October 2015. On 27 October 2015, the Minister of Trade and Industry published a government gazette notice

declaring an exemption in favour of the DMR from applying the requirements contained in section 10(1) of the BBBEE Act for a

period of 12 months.

There has been some debate as to whether or to what extent the mining industry was subject to the BBBEE Act and the

policies and codes provided for thereunder. The BBBEE Codes apply in the absence of sector specific codes which have been

agreed to by interested and affected parties active within a specific sector. By way of background, various sectors within the

South African economy may negotiate and agree Codes of Good Practice which would govern transformation in that specific

sector. In addition, certain codes fall outside of the regulatory framework established by the BBBEE Act and BBBEE Codes

promulgated by the Minister of Trade and Industry thereunder. One such sector is the mining industry, where the Original

Charter, the Amended Charter and Mining Charter III (which we refer to generally in this section as the "Mining Charter"),

govern the implementation of BBBEE, among other things, within the mining industry.

For purposes of the BBBEE Act, the Mining Charter is not a "sector code". It is not clear at this stage how the Mining

Charter and BBBEE Codes relate to each other. The South African Government may designate the Mining Charter as a sector

code, in which case it will be under the auspices of the BBBEE Act. On the other hand, the Mining Charter may remain a stand-

alone document under the auspices of the MPRDA and may be subject to the trumping provision, discussed above, to the extent

that there is a conflict between the two. This uncertainty may be resolved through either government clarification or judicial

attention. The exemption by the Minister of Trade and Industry can be read as confirmation that the Department of Trade and

Industry regards the BBBEE Codes as “applicable” to the mining industry after the exemption was lifted on 27 October 2016.

36

Table of contents

The mining sector has historically been regulated through the Mining Charter and the MPRDA, rather than through a sector

code issued under the BBBEE Act. In September 2021, the Gauteng Division of the High Court held that Mining Charter III

constitutes a policy instrument and not subordinate legislation, and set aside certain provisions of the Charter III. The DMRE

subsequently indicated that it would seek to advance transformation objectives through legislative amendments to the MPRDA

rather than appealing the judgment. As mentioned above, in May 2025, the South African Government published the MPRD Bill 

for public comment, which among other things proposes that broad-based socio-economic empowerment requirements

applicable to the mining sector be regulated through the MPRDA and regulations contemplated thereunder. As of 30 June 2026,

the MPRD Bill has not been enacted and remains under consideration following completion of the public consultation process

and the future interaction between the mining sector empowerment framework and the broader BBBEE regime remains subject

to further legislative developments.

Housing and Living Standards

Mining right holders are required to develop, in consultation with organised labour, relevant municipalities and the DWS, a

housing and living conditions plan taking into account various principles in giving effect to the above objectives including,

engaging with all relevant stakeholders, ensuring equity in the implementation and administration of the housing of employees,

providing employees with a range of housing options (such as subsidised rental, private ownership, living out allowances and

government-subsidised ownership) and ensuring that all housing facilities are developed or redeveloped with access to

electricity, water and ablutions in accordance with the requisite norms and standards.

Resettlement Guidelines

On 11 December 2019, the Minister published the Housing and Living Conditions Standard. The purpose of the Housing

and Living Conditions Standard is to ensure that mine employees are provided with adequate housing, healthcare services,

balanced nutrition and water. The Housing and Living Conditions Standard applies to existing and new mining right holders. The

underlying purpose of the Housing and Living Conditions Standard is to develop decent single and family housing units for mine

employees and their families. The MPRD Bill proposes to incorporate the Housing and Living Conditions Standard into the

statutory framework of the MPRDA, which, if enacted, may enhance their legal status and enforceability.

The Minister published the final Mine Community Resettlement Guidelines, 2022 ("Resettlement Guidelines") for

implementation on 30 March 2022, on which date they also became effective. The Resettlement Guidelines apply to applicants

and holders of mining rights, prospecting rights and mining permits pursuant to the MPRDA, where the proposed activities would

result in the displacement of parties. Resettlement is guided by several fundamental principles including meaningful

consultation, gender equality, the avoidance of resettlement, where possible, rules concerning meetings and the protection of

existing rights.

Pursuant to the Resettlement Guidelines, applicants and holders of mining rights will need to make provision for a

Resettlement Plan, Resettlement Action Plan and a Resettlement Agreement. The Resettlement Plan sets out the nature of the

project, its expected impacts, the manner in which consultation will be implemented and the various cost implications for the

resettlement. The Resettlement Action Plan sets out the specific steps that the holder will need to meet to implement the

Resettlement Plan and the Resettlement Agreement records the commitments made by the holder. There are no specific

requirements in the Resettlement Guidelines regarding the content of these agreements. However, all stakeholders should be

engaged and commit to their respective obligations.

No mining activities may commence until such time as the Resettlement Agreement has been concluded. This includes

agreement on the compensation that should be paid to affected parties. Any disputes between the parties regarding the

Resettlement Agreement or associated plans, should be resolved between the parties. To the extent that the parties are unable

to reach an amicable solution, only then should the Regional Manager-led process in section 54 of the MPRDA be invoked.

Geoscience Regulations

On 30 March 2022, the Minister published the final version of the Geoscience Act Regulations, 2022 (the "Geoscience

Regulations"), on which date they also became effective. The Geoscience Regulations mandate the lodgement of geoscience

data and information in respect of reconnaissance and prospecting with the Council for Geoscience ("CG"). The Geoscience

Regulations require that the owners of onshore and offshore geoscience data and geoscience information must submit this

information to the CG.

The Geoscience Regulations state that the lodgement of geoscience data and information should include several

categories of information such as geology, geochemistry, borehole profile logs and physical borehole core, and geophysical

data. The requirement to submit physical borehole material has been qualified to only be necessary upon a specific request by

the CG as well the fact that physical core materials drilled for research purposes may only be discarded after obtaining consent

from the CG. All physical materials recovered from boreholes drilled for infrastructure and development purposes may only be

discarded after consultation with the CG.

In terms of the Geoscience Regulations, entities which hold historical information relating to onshore and offshore

geoscience data and information are obliged to notify the CG that such data and information is in their possession. Following

such notification, the CG, at its expense, must arrange to collect the data and/or information. The Geoscience Regulations

classify all geoscience data and information predating the commencement of the Geoscience Regulations and not related to

prospecting or reconnaissance, as historical data, and the same provisions and time periods described above will apply.

37

Table of contents

The Geoscience Regulations provide for the disclosure and accessibility of geoscience data, geoscience information, and

prescribed services through digital and non-digital media as well as data requests that may be made directly to the CG. The

Geoscience Regulations contain confidentiality provisions relating to geoscience data and information, which are consistent with

the confidentiality provisions found in the MPRDA. However, the confidentiality provisions are subject to the provision that

geoscience data or information relating to a prospecting permit or reconnaissance permit may not be disclosed until the permit

has lapsed or been abandoned in line with section 30(5) of the MPRDA. Additionally, the Geoscience Regulations state that

geoscience data and information not relating to reconnaissance or prospecting are considered confidential and will only be

disclosed in limited circumstances.

Mineral Rights – Australia

In Australia, mining is regulated by the laws of the state in which the deposit is situated and the mining activity occurs. In

fiscal year 2026, Harmony's activities included the Eva Copper Project in Queensland and, following the acquisition of MAC

Copper on 24 October 2025, CSA in New South Wales.

Mining in Queensland is regulated primarily by the Mineral Resources Act 1989 (Qld), the Mineral and Energy Resources

(Common Provisions) Act 2014 (Qld), the MQSH Act, the MQSH Regulations and associated regulations, policies and

guidelines. Other Queensland health and safety legislation, including the Work Health and Safety Act 2011 (Qld) and the Work

Health and Safety Regulation 2011 (Qld), may apply to workplaces or activities falling outside the scope of the mine-specific

legislation. Mining in New South Wales is regulated principally by the Mining Act 1992 (NSW), the WHSMPS Act and associated

regulations, codes of practice and guidelines.

In both jurisdictions, exploration and mining activities require the grant of appropriate statutory authorities. These may

include exploration licences or permits, mineral development or assessment authorities, and mining leases. Exploration

authorities generally provide the right to undertake exploration activities within a defined area, subject to prescribed work

programmes, reporting, land access, environmental and financial assurance requirements. Where a mineral resource is

identified and development is proposed, a mining lease and any required planning, environmental and other regulatory

approvals must be obtained before mining operations can commence.

Mining authorities are subject to statutory conditions and obligations, and non-compliance may result in enforcement

action, including fines, suspension or cancellation of the relevant authority.

Mining in Australia is also subject to the Native Title Act 1993 (Cth). The Act establishes processes to recognise and

protect native title rights and interests, where proposed activities constitute a "future act" affecting those rights and interests.

These processes include the "right to negotiate" process or the negotiation of an Indigenous Land Use Agreement, depending

on the circumstances. Either process may address matters such as benefit sharing, employment, training, contracting

opportunities and cultural heritage management.

Mineral Rights – Papua New Guinea

Mineral rights in PNG are regulated principally by the PNG Mining Act. The PNG Mining Act stipulates that all minerals

existing on, in or below the surface of any land in PNG are the property of PNG. Subject to the PNG Mining Act and the grant of

existing tenements, land may be available for exploration and mining. Operations in PNG are also subject to the PNG Mining

Safety Regulation 1935, as updated, the PNG Industrial Safety, Health and Welfare Act 1961 and its regulations.

The grant and administration of mining tenements are undertaken by the PNG MRA which is established under the Mineral

Resources Authority Act 2018. The PNG MRA is the principal regulator of the PNG mining sector and administers exploration

licences, mining leases, special mining leases and related tenements. The PNG MRA is also responsible for advising on and

administering mineral policy following a government restructuring which merged the Department of Mineral Policy and

Geohazard Management into the PNG MRA.

Mine health and safety matters are administered under the PNG Mining (Safety) Act through the office of the Chief

Inspector of Mines.

The permitting process can be very time consuming, and (subject to the applicable legislation) there can be no assurance

that an application for a mining tenement will be granted, renewed or extended. Mining tenements include:

•exploration licences, issued for an initial term of up to two years and may be renewed for further a period of up to two years

on application, subject to compliance with the PNG Mining Act including expenditure, work programme and reporting

requirements;

•mining leases, issued for an initial term of up to 20 years and may be extended on application for further periods up to ten

years, subject to compliance with the PNG Mining Act and approval by the Minister for Mining, having regard to the

recommendation of the PNG Mining Advisory Council;

•special mining leases, issued for an initial term of up to 40 years and may be extended on application for further periods up

to 20 years, subject to ministerial approval, compliance with the PNG Mining Act and, where applicable, the terms of any

mining development contract entered into between the PNG Government and the tenement holder; and

•mining easements or leases for mining purposes, being ancillary tenements granted in support of mining activities

conducted under a mining lease or a special mining lease.

These tenements generally confer exclusive rights on the holder to undertake the activities authorised by the relevant

tenement within the tenement area, subject to the PNG Mining Act and the conditions of the tenement. However, in PNG,

citizens have the right to carry out non-mechanised mining of alluvial minerals on land owned by them, provided they hold an

alluvial mining lease. An alluvial mining lease cannot be granted over land that is already subject to an existing mining lease or

special mining lease.

38

Table of contents

PNG exploration licences are subject to a statutory provision allowing the PNG State to acquire a participating interest of

up to 30% in a mineral discovery before the commencement of mining. If exercised, the PNG State must pay an amount equal

to its pro-rata share of exploration expenditure incurred in relation to the discovery. Once this interest is acquired, the PNG State

must contribute its proportionate share of future project costs unless otherwise agreed.

In addition, PNG mining legislation and mining tenement conditions impose a range of obligations on tenement holders. 

Breaches of these obligations may result in regulatory action, including the imposition of a fine, cancellation of the tenement

and, in certain circumstances, criminal liability that may include imprisonment.

Approximately 97% of land in PNG is held under customary ownership by tribes, clans and other traditional landholding

groups and is generally not subject to formal registered title. The customary owners of some land have been formally identified

through decisions of the Land Titles Commission and other processes. However, there is often considerable difficulty in

identifying the customary owners of a particular area of land because land ownership can be complex and may arise from local

customs, lineage, inheritance, and other traditional arrangements and because of the absence of a formal written registration

system.

Prior to conducting exploration or mining activities, arrangements generally need to be made with affected landholders

regarding access to land and compensation for loss or damage. Prior to commencing mining on a mining lease or special mining

lease, compensation and land access agreements are typically entered into with affected landholders. In addition, following a

development forum process convened under the PNG Mining Act, the State, the developer, relevant provincial and local level

governments, and affected landholders commonly enter into agreements covering the distribution of royalties and other project

benefits and other commitments of the parties in relation to the mining project. Historically, these arrangements are documented

in a MOA (more recently known as a CDA).

The Hidden Valley Mine MOA, which was executed in 2005, has recently been superseded by a CDA. Under the CDA, a

portion of the royalties derived from the project is allocated among the Morobe Provincial Government, local level governments

and affected landholder groups. In addition, the CDA includes commitments relating to national content, localisation,

procurement, business development, employment and training and community development and addresses other social

performance obligations associated with the project.

A Wafi-Golpu CDA is expected to be entered into as part of the permitting process of the Wafi-Golpu Project following a

development forum convened by the PNG Government at which affected landholder groups and other relevant stakeholders will

have the opportunity to participate.

In addition to corporate income tax and other applicable taxes, duties, fees and levies, mining companies in PNG are

generally required to pay mineral royalties to the PNG Government and a production levy to the PNG MRA in accordance with

applicable legislation.

Since 2009, the mining regime in PNG has been the subject of various reviews, policy initiatives and proposed legislative

reforms involving a range of PNG Government agencies. In addition, various mineral, mining, and resource-sector policies have

been developed, proposed or released for consultation including initiatives relating to biodiversity offsets, management of

marine environments, sustainable development, involuntary relocation, national content, and mine closure and rehabilitation.

The pace and scope of mining law and policy reform increased following the appointment of the Honourable James

Marape MP as Prime Minister of PNG in May 2019. Since that time, the PNG Government has publicly advocated policies

aimed at increasing the benefits derived by PNG from the development of its natural resources including through potential

reforms to resource-sector legislation involving enhanced PNG State participation rights, higher mining royalties, new levies and

fees, increased local content requirements, restrictions on foreign labour practices, and support for downstream mineral

processing. As a result, the future direction and ultimate form of the PNG mining regime remains uncertain pending the outcome

of current and future reform initiatives.

Key developments include:

•2020 Mining Act reform proposals which included increases to royalty rates, changes to the PNG State’s option to

acquire interests in mineral discoveries, the introduction of development levies and waste fees, requirements to maintain

production above minimum prescribed levels, a prohibition on non-local “fly-in, fly-out” employment practices, and

obligations relating to downstream processing of minerals (including a national gold refinery and bullion bank).

•Mining (Amendment) Act 2020 which introduced real-time reporting requirements for production and mineral sales data

and gave PNG-owned entities, including PNG State-owned enterprises, priority rights to apply for tenements over certain

reserved land.

•Proposed Organic Law on Ownership and Development of Hydrocarbons and Minerals and the Commercialisation

of State Businesses (2020) which contemplated a fundamental restructuring of the mining sector including the transfer of

ownership of minerals from the PNG State to a PNG State-owned entity and replacing the traditional concession regime

with a production sharing model. The proposal was not progressed and its future remains uncertain.

•National Gold Corporation Bill (2021) which sought to establish a statutory monopoly over gold refining and require

producers to supply all gold production to a designated national refinery. These provisions would have material commercial

and legal implications for all producers. Following significant industry and public opposition, the Bill was withdrawn in June

2024, although similar proposals could be revisited in the future.

•Mine and Works (Safety and Health) Bill 2021 which would have introduced a risk-based mine safety regime replacing

the Mining (Safety) Act 1977. The Bill would have expanded safety obligations and regulatory powers and imposed

significant additional compliance and financial assurance requirements on mining operations, including in relation to major

facilities such as TSFs. The Bill has not yet been enacted and its future remains uncertain.

39

Table of contents

•The PNG National Content Policy for Resource Sectors 2023, officially launched in May 2025, is an overarching

government policy framework that seeks to increase PNG participation in resource projects through greater local

procurement, employment, workforce development, business participation, equity ownership and community development.

The policy is not itself legislation and contemplates further legislation and regulation to implement and enforce national-

content requirement.

•Mining (Amendment) Bill 2024 which proposed significant reforms to PNG's mining framework, including higher royalties

(from the current 2% to a negotiated rate of between 5% and 10%), increased PNG State equity participation, and new

mechanisms for PNG State involvement including mining refinery leases, and a land reservation and competitive tender

process with priority rights for PNG State-owned entities. It also provided for stricter project financing requirements with

applicants for a mining lease to have funds equal to at least 50% of projected capital costs readily available at the time of

application. The draft legislation contained some potentially beneficial reforms such as extending exploration licence terms

from two to five years, allowing expansion of mining lease boundaries and enabling online lodgement of applications. The

Mining (Amendment) Bill 2024 has not been enacted with many of the proposed amendments incorporated into the PNG

Draft Mining Bill 2025.

•Papua New Guinea Draft Mining Bill 2025 which proposed a comprehensive replacement of the PNG Mining Act,

introducing increased PNG State participation rights, higher royalty obligations, waste discharge fees, development levies,

and pre-commencement financial security and mine closure assurance requirements. The Bill also introduced a number of

potentially onerous operational requirements, including extensive land ownership and community studies, a prohibition on

international fly-in/fly-out employment arrangements, and enhanced local processing obligations requiring producers to

make available up to 50% of mine production for domestic downstream processing. The Bill contains transitional provisions

intended to preserve regulatory stability for existing mining operations by allowing them to continue to be governed by the

current PNG Mining Act for the term of their existing mining leases. The provisions specifically refer to projects such as

Wafi-Golpu and existing mining operations, although some aspects of the drafting are unclear. The PNG Income Tax Act

was passed on 20 March 2025, which was subsequently certified on 20 October 2025 and came into effect on

1 January 2026. The PNG Income Tax Act does not include specific provisions for mining capital or exploration

expenditure, but provides a transitional carve-out for legacy mining-specific rules, including special mining capital and

exploration expenses. Resource projects that commenced before this date, including the Hidden Valley mine, remain

subject to the resource company provisions of the previous Income Tax Act 1959 under grandfathering arrangements. The

PNG Income Tax Act now applies non-mining industry-specific taxation matters not covered by the grandfathering

provisions, including the taxation of employees and contractors.

It remains uncertain whether, when and in what form the proposed reforms will be implemented, or the extent to which they

may affect our current operations and development projects in PNG. We continue to monitor developments and engage with the

PNG Government and relevant regulatory authorities, both through PNG CORE and directly with the PNG MRA.

Health and Safety

Health and Safety – South Africa

Health and safety at mining operations in South Africa is governed by the MHSA, as well as the binding regulations

thereunder. The objectives of the MHSA are listed in section 1 of the MHSA and include among other things, the protection of

the health and safety of persons at mines, effective monitoring of health and safety conditions, promotion of a culture of health

and safety at mines, provision for enforcement of health and safety measures and provision of investigations and inquiries.

The MHSA and its regulations place upon an employer the duty to protect, as far as reasonably practicable, the health and

safety of both employees (which includes employees of independent contractors) performing work at a mine and non-employees

(such as visitors to a mine and the public who live in close proximity to the mine). "Employer” is defined in section 102 of the

MHSA as the “owner of a mine”, and in turn, an “owner“ includes the holder of the prospecting permit or mining authorisation

issued under the MPRDA.

The employer is ultimately responsible for ensuring that applicable provisions of the MHSA and binding regulations thereof

are complied with to ensure the health and safety of persons, as far as reasonably practicable and to prevent damage to

property.

Importantly, the MHSA prescribes, among other things, general and specific duties for employers and other persons,

determines penalties for non-compliance with the MHSA and relevant binding regulations thereunder, and provides for employee

participation by requiring the appointment of health and safety representatives and the establishment of health and safety

committees. The MHSA also codifies the right of employees to refuse to work in dangerous conditions and the MHSA further

places an obligation on employees to protect their own health and safety, as well as the health and safety of other persons.

See Integrated Annual Report for the 20-F 2026 "– Sustainability performance – Engaged workforce – Engaged workforce”

on pages 103 to 118 and "– Sustainability performance – Health and wellbeing – Health and wellbeing” on pages 86 to 102.

The MHSI of the DMPR is responsible for the enforcement of the MHSA and relevant binding regulations thereunder. The

DMPR also plays an important role in the promotion of health and safety at mines. The MHSI comprises a Chief Inspector of

Mines, Deputy Chief Inspector of Mines, Principal Inspectors of Mines for each region and various Senior Inspectors and

Inspectors of Mines for each region. Should employers or employees fail to comply with their obligations under the MHSA, the

MHSI may take a number of enforcement measures which may include the following:

•the issuing of statutory instructions (for example notices in terms of section 54 or section 55 of the MHSA) if an Inspector of

Mines has reason to believe that any occurrence, practice or condition at a mine endangers the health and safety of any

person at a mine, or alternatively if an Inspector of Mines has reason to believe that a provision of the MHSA has not been

complied with. A notice in terms of section 54 of the MHSA, may halt all mining operations undertaken at a mine or part

thereof. If a mine receives notices in terms of section 54 of the MHSA regularly, the production stoppages and the

40

Table of contents

additional costs incurred as a result thereof will not only affect the production results of a mine but also the reputation and

business of a mine. If, however, a notice in terms of section 54 of the MHSA has been issued unlawfully, the mine may

appeal the said notice to the Chief Inspector of Mines. The aforesaid appeal does not suspend the operation of the notice

issued in terms of section 54 of the MHSA. To suspend the operation of the notice in the above instance, a mine must

lodge an urgent application to the Labour Court (being the court with jurisdiction) requesting the suspension of the

operation of the notice issued in terms of section 54 of the MHSA;

•the suspension or cancellation of certificates of competency – the Chief Inspector of Mines may suspend or cancel

certificates of competency issued in terms of the MHSA if the holder of that certificate is guilty of gross negligence or

misconduct or has not complied with the MHSA or relevant binding regulations thereunder; and

•the imposition of administrative fines – a Principal Inspector of Mines may, after considering the recommendation of an

Inspector of Mines and the written representations of the employer, impose an administrative fine for the failure to comply

with, amongst other things, the provisions of the MHSA and the relevant binding regulations thereunder. In terms of Table 2

of Schedule 8 to the MHSA, the maximum administrative fine which may be imposed on an employer is R1 million per

transgression. If a mine receives an administrative fine which has been issued unlawfully, the mine may lodge an

application in the Labour Court (being the court with jurisdiction) to review the decision to impose an administrative fine.

In addition to the above, the MHSI also institute investigation and/or inquiry proceedings in terms of the MHSA following an

accident or occurrence at a mine, which results in the serious injury, serious illness or death of a person.

Any person convicted of an offence in terms of the MHSA, may be issued with a fine or sentenced to imprisonment as may

be prescribed.

To address issues relating to occupational illnesses, injuries and compensation for such injuries or illnesses, South Africa

has established two statutory systems for the payment of compensation for occupationally related injuries and certain

occupationally related diseases, namely, COIDA and ODMWA. COIDA applies to the compensation of all occupational injuries

(including payment of compensation in the event of the death of the injured employee), whether or not it occurs in or outside the

mining industry. ODMWA applies to diseases which are defined as “compensatable diseases”, being primarily occupationally

related lung diseases like silicosis.

Notably, COIDA indemnifies the employer against claims by the employee or his/her dependents for damages incurred as

a result of occupational injuries and diseases. However, the Constitutional Court held in Mankayi v AngloGold Ashanti Limited

2011 (3) SA 237 (CC) that although COIDA applies to occupational diseases in general, COIDA does not apply in instances

where the disease in question is a compensatable disease in terms of ODMWA and which was contracted as a result of the

performance of “risk work” at a “controlled mine”. The Court further held that if an employee contracts a compensatable disease

as defined in ODMWA, the employee would still be entitled to claim common law damages from the employer. It should also be

noted that COIDA does not indemnify an employer against claims lodged by persons other than employees (i.e. claims lodged

by independent contractors or other persons affected by mining operations) for damages incurred as a result of occupational

injuries or diseases.

In June 2022, the Minister released the draft MHSA Amendment Bill for public comment, with the comment period closing

on 29 July 2022. In October 2024, the Minister published an explanatory summary and notice of intended introduction of the

MHSA Amendment Bill, 2024. The MHSA Amendment Bill, 2024 was formally introduced in the National Assembly on

7 April, 2026. In July 2026, the Portfolio Committee issued a notice inviting interested individuals and relevant stakeholders to

submit written comments and to indicate an interest in making an oral submission. The MHSA Amendment Bill, 2024 remains

before the Portfolio Committee and has not been enacted.

If enacted, the MHSA Amendment Bill, 2024 would amend certain provisions of the MHSA and if enacted in their present

form, could have a material adverse effect on our business, operating results and financial condition. The MHSA Amendment

Bill, 2024 provides for (among other things): an increase in the monetary value of the fines that may be imposed in respect of

instances of non-compliance, more direct involvement of executives (particularly chief executive officers), stricter liability in

instances of non-compliance, and changes to the obligations relating to training and the formulation of training programmes. The

MHSA Amendment Bill, 2024 also proposes a criminal liability provision, sometimes referred to as “corporate manslaughter”

under which an employer commits an offence if it contravenes or fails to comply with a duty in terms of Chapter 2 of the MHSA

and that contravention or failure results in a person's death, serious injury or serious illness, or a health-threatening occurrence.

These provisions could limit the defences available to an employer and increase our compliance costs and potential liability.

Health and Safety – Australia

In Queensland, where our Eva Copper Project is situated, the safety of employees, contractors and third parties

concerning mining operations is regulated by the MQSH Act as amended and the MQSH Regulations. Risk is effectively

managed when all persons individually and as part of their respective workgroups and organisations take action to keep risk at

an acceptable level, by conducting operations so that the level of risk from the operations is within acceptable limits and as low

as reasonably achievable, taking into account the likelihood of injury and the severity of the injury.

Workers or other persons at mines or persons who may affect safety and health at mines or as a result of operations, have

“safety and health obligations” under Division 2 of the MQSH Act. Persons including (a) the mining tenement holder; (b) the

operator; (c) the site senior executive; (d) the contractor; (e) the designer, manufacturer, importer and supplier of plant for use at

a mine; (f) the erector and installer of plant at a mine; (g) the manufacturer, importer and supplier of substances for use at a

mine; and (h) the person who supplies a service at a mine. Their “safety and health obligations” are specified under Division 3 of

the MQSH Act.

41

Table of contents

The objects of the MQSH Act are to protect the safety and health of persons at mines and persons who may be affected by

operations and to require that the risk of injury or illness to any person resulting from operations is at an acceptable level. Risk is

considered effectively managed when all persons individually, or as part of their respective workgroups and organisations, take

action to keep risk to an acceptable level; that is, by conducting operations so that the level of risk from the operations is within

acceptable limits and as low as reasonably achievable, taking into account the likelihood of injury or illness to the person, and

the severity of injury or illness. In some cases this is demonstrated by following applicable regulations and guidelines and

adopting stated measures, or where no regulations or guidelines are in place, by taking reasonable precautions and exercising

proper due diligence.

The Resources Safety & Health Queensland ("RSHQ") is the independent regulator responsible for administering,

monitoring and enforcing compliance with the MQSH Act. Responsibility for prosecution of “serious offences” under the MQSH

Act fall with the Workplace Health and Safety Prosecutor ("WHS Prosecutor"). A “serious offence” is committed where a person

who has a safety and health obligation breaches it in circumstances where the breach:

•causes death or bodily harm, or the breach involves exposure of a person to a substance likely to cause death or grievous

bodily harm; or

•is an offence under the Industrial Manslaughter provisions of the MQSH Act; or

•amounts to an offence that may be prescribed by a regulation under the MQSH Act.

Other offences (i.e., non-serious offences) may be prosecuted by either the WHS Prosecutor or the chief executive officer

("CEO") of RSHQ. Queensland legislation also allows any person to request that the WHS Prosecutor commence a prosecution

against another person in certain circumstances, i.e., when the person reasonably considers the other person has committed a

“serious offence" and no prosecution has been brought in relation to the alleged offence, in which case the WHS Prosecutor has

three months to investigate and respond.

Where a person holds a safety and health obligation under the MQSH Act and fails to discharge this obligation, the

maximum penalty where the contravention leads to multiple deaths is 30,000 penalty units for a corporation; or 6,000 penalty

units or three years imprisonment for an offence committed by an officer of a corporation. Civil penalties may also be imposed

under the MQSH Act where a corporation or an officer/employee or agent of the corporation contravenes a civil penalty

obligation.

Other persons who have specific obligations under the MQSH Act include health and safety representatives (elected by the

workers in Queensland mines), district worker representatives, inspectors and other officers. Where an appointee to these

positions reasonably believes a risk from operations may reach an unacceptable level, they may give a directive to any person

to take stated corrective or preventative action, or to suspend all or partial operations. Failure to comply with a directive may

lead to a penalty (up to 800 penalty units or two years imprisonment.

The legislation places obligations on the operator of a mine, the site senior executive and others to ensure that, among

other things, the risk to persons from operations is at an acceptable level and that safety and health management systems are

developed and implemented. The legislation contemplates that operators and site senior executives will be assisted by site

safety and health representatives elected by the workers at the mine site, site safety and health committees, district workers’

representatives and appointed inspectors, inspection officers and authorised officers with powers including site access,

inspection and seizure.

In the New South Wales, the safety of employees, contractors and third parties concerning mining operations at CSA is

regulated by the WHSMPS Act and regulations thereunder.

The WHSMPS Act complements the general Work Health and Safety Act 2011 (NSW) by imposing additional requirements

tailored to the unique hazards of mining and petroleum operations. It applies to all NSW mines, quarries, exploration activities

and petroleum sites and establishes a single legislative framework for managing health and safety risks across the mining

industry.

A central obligation of the WHSMPS Act is that the mine operator must ensure, so far as is reasonably practicable, the

health and safety of workers and others affected by mining activities. This includes identifying hazards, assessing and

controlling risks, implementing effective safety management systems, maintaining adequate supervision and competency, and

ensuring critical risks such as ground instability, mobile equipment, ventilation, hazardous substances and emergency events

are effectively managed.

The legislation also places strong emphasis on consultation, competency and governance. Mine operators must consult

with workers and contractors on safety matters, ensure people performing statutory functions are appropriately qualified, and

maintain key safety documentation, records and plans. Company officers and senior leaders must exercise due diligence by

ensuring adequate resources, systems and verification processes are in place to manage risks and comply with legislative

requirements.

The WHSMPS Act further requires the reporting of notifiable incidents to the NSW Resources Regulator, preservation of

incident scenes, and cooperation with regulatory inspections and investigations. In practice, the legislation is focused on

ensuring mines proactively identify and manage critical hazards, maintain effective controls, involve workers in safety decision-

making, and demonstrate that risks are being continuously monitored and controlled throughout the life of the operation.

Significant penalties may be imposed if safety and health obligations under the relevant work health and safety legislation are

not appropriately discharged.

42

Table of contents

Health and Safety – Papua New Guinea

PNG has a significant mining industry, and a developing system of occupational health and safety. The PNG Mining

(Safety) Act is the principal legislation, which addresses a range of issues such as working hours, minimum safety and reporting

requirements. Other legislation and regulations also apply.

The PNG Mining (Safety) Act and the relevant binding regulations issued thereunder are currently the subject of

comprehensive ongoing review, which may result in changes which will affect our operations and projects in PNG. In 2021, the

PNG MRA released the MWSH Bill and has subsequently proposed various other amendments to the PNG Mining (Safety) Act;

however neither the MWSH Bill nor those other amendments have been enacted.

The MWSH Bill deals (among other matters) with the increase in monetary value of the fines which may be imposed in

respect of instances of non-compliance, the more direct involvement of executives (particularly chief executive officers), the

imposition of stricter liability in respect of obligations under the PNG Mining (Safety) Act, and changes to obligations relating to

training and formulation of training programmes. If enacted in its present form, the MWSH Bill will repeal and replace the PNG

Mining (Safety) Act.

See above under "– Regulation – Mineral Rights – Papua New Guinea".

See Integrated Annual Report for the 20-F 2026 "– Sustainability performance – Engaged workforce – Engaged workforce”

on pages 103 to 118 and "– Sustainability performance – Health and wellbeing – Health and wellbeing” on pages 86 to 102.

Laws and Regulations Pertaining to Environmental Protection – South Africa

In South Africa, environmental matters are regulated by national, provincial and municipal laws in line with each level of

government under South Africa's Constitution and relevant legislation. Key legislation includes the NEMA, the NWA, the Air

Quality Act, the National Environmental Management: Waste Act, 59 of 2008 ("Waste Act") the National Nuclear Regulator Act,

47 of 1999, the National Environmental Management: Biodiversity Act, 10 of 2004, the National Heritage Resources Act, 25 of

1999, the Carbon Tax Act, the Climate Change Act and the MPRDA.

This legislation commonly requires businesses whose operations may affect the environment to obtain permits,

authorisations and other necessary approvals. Businesses and authorities must also monitor compliance with the conditions of

these permits, authorisations and approvals. In addition, the legislation may impose standards or limits that do not require

authorisation and duties of care requiring businesses to take reasonable measures to prevent pollution or environmental

degradation from occurring, continuing or recurring.

The NEMA

Section 24 of South Africa's Constitution is the cornerstone of South African environmental law. It affords every person the

right to an environment that promotes their health and well-being and places an obligation on the state to create legislation and

other instruments to give effect to this right taking into consideration the principles of sustainable development.

In accordance with this obligation, the Minister of Environmental Affairs and Tourism (as he was then) introduced the

NEMA. The NEMA is “framework legislation”; which provides the core principles and structures in terms of which all

environmental legislation and decisions are interpreted, administered and applied. These principles include the principles of

inter-generational equity, the polluter pays principle, the cradle to grave principle and the principle of sustainable development

(the "Section 2 Principles").

The South African mining sector is regulated through the One Environmental System, which integrates environmental

authorisation requirements under the NEMA with mining regulation under the MPRDA and allocates regulatory responsibilities

amongst the DMPR, the DFFE, and other competent authorities.

Listed Activities and competent authorities

The NEMA introduces environmental management tools aimed at ensuring that the Section 2 Principles are incorporated

into all decisions that may have an effect on the environment. Chief among these tools is the environmental authorisation

process. Under section 24(1) of the NEMA, the minister responsible for environmental affairs (the "Environment Minister") may

identify activities that may not commence without an environmental authorisation (the “Listed Activities”).

The Environment Minister published the EIA Regulations and three lists of Listed Activities (the "Listing Notices"). The EIA

Regulations contemplate two application processes for an environmental authorisation: a "basic assessment" (an abridged

process for lower-impact activities) and an "environmental impact assessment" (a more detailed process for higher-impact

activities). Activities in Listing Notices 1 and 3 trigger a basic assessment process, while those in Listing Notice 2 require a full

scoping and environmental impact assessment. The decision period for granting or refusing environmental authorisation is

capped at 300 days, excluding any appeal process. However, due to administrative delays, this timeline is not always met.

The DMPR is the competent authority responsible for implementing and enforcing environmental law relating to

prospecting and mining activities, including issuing environmental authorisations. Any decisions by the DMPR under the NEMA

and other environmental management acts are appealable to the DFFE.

Commencing a Listed Activity without an environmental authorisation is an offence, though applicants may seek

retrospective authorisation in terms of section 24G of the NEMA. The competent authority may reject a section 24G application,

and may also require remediation, rehabilitation, monitoring or other corrective measures as part of the rectification process.

Even if authorisation is granted, penalties may include substantial administrative fines, criminal fines, imprisonment, remediation

obligations and other enforcement measures. In addition, a convicted person may be required to pay damages or penalties and/

or the costs of the prosecution. Directors and responsible persons may, in certain circumstances, incur personal liability for

43

Table of contents