(Mark One)

Khanya Maluleke, Company Secretary

tel: +27 11 411 2019, khanya.maluleke@harmony.co.za, fax: +27 11 411 2070,

Randfontein Office Park, CNR Ward Avenue and Main Reef Road, Randfontein, South Africa, 1760
(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:

Ordinary shares, with nominal value Rand 50 cents per share*
(Title of Class)

American Depositary Shares (as evidenced by American Depositary Receipts),
each representing one ordinary share
(Title of Class)

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

Ordinary shares, with nominal value Rand 50 cents per share*
(Title of Class)

American Depositary Shares (as evidenced by American Depositary Receipts),
each representing one ordinary share
(Title of Class)

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 ofthe close of the last full fiscal year covered by this Annual Report was:

403,253,756 ordinary shares, with nominal value of Rand 50 cents per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.

YES þ NO o

If this report is an annual or transition report, indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

YES o NO þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days:

YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):

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

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

Item 17 o Item 18 þ

If this is an annual report, indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).

YES o NO þ

Indicate by check mark whether the registrant has filed all documents and reports required to befiled by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court.

YES þ NO o

 

 

     Harmony Gold Mining Company Limited is a corporation organized under the laws of theRepublic of South Africa. As used in this Annual Report on Form 20-F, or this annual report, unlessthe context otherwise requires, the term “Harmony” refers to Harmony Gold Mining Company Limited;the term “South Africa” refers to the Republic of South Africa; the terms “we”, “us” and “our”refer to Harmony and, as applicable, its direct and indirect subsidiaries as a “Group”; the terms“South African government” and “Government” refer to the government of South Africa and, where thecontext requires, include the South African state.

     In this annual report, references to “R”, “Rand” and “c”, “cents” are to the SouthAfrican Rand, the lawful currency of South Africa, “A$” refers to Australian dollars, “Kina” or “K”refers to Papua New Guinean Kina and references to “$”, “U.S.$” and “U.S. dollars” are to UnitedStates dollars.

     This annual report contains information concerning our gold reserves. While this annualreport has been prepared in accordance with the regulations contained in Securities and ExchangeCommission Guide 7, it is based on assumptions which may prove to be incorrect. See Item 3. “KeyInformation — Risk Factors — Harmony’s gold reserve figures are estimated based on a number ofassumptions, including assumptions as to mining and recovery factors, future cash costs orproduction and the price of gold and may yield less gold under actual production conditions thancurrently estimated.”

     This annual report contains descriptions of gold mining and the gold mining industry,including descriptions of geological formations and mining processes. We have explained some ofthese terms in the Glossary of Mining Terms included at the end of this annual report. Thisglossary may assist you in understanding these terms.

     We are a South African company and the majority of our operations are located in our homecountry. Accordingly, our books of account are maintained in South African Rand and our annual andinterim financial statements are prepared in accordance with International Financial ReportingStandards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Prior tofiscal year ended June 30, 2008, our annual financial statements(translated into U.S. dollars) were prepared and filed with the U.S.Securities and Exchange Commission (“SEC”) in accordancewith generally accepted accounting principles in the United States(“U.S. GAAP”). On December 21, 2007, the SECadopted rules allowing foreign private issuers that file Annual Reports on Form 20-F to filefinancial statements with the SEC in accordance with IFRS as issued by the IASB withoutreconciliation to U.S. GAAP. As per these new rules, we changed ourbasis of presentation and included in this annual report ourconsolidated financial statements prepared in accordance with IFRS as issued by the IASB,translated into U.S. dollars. All financial information, except as otherwise noted, are stated inaccordance with IFRS as issued by the IASB.

     In this annual report, we also present “total cash costs” and “total cash costs per ounce”,which have been determined using industry standards promulgated by the Gold Institute and arenon-GAAP measures. The Gold Institute was a non-profit international industry association ofminers, refiners, bullion suppliers and manufacturers of gold products that ceased operation in2002, which developed a uniform format for reporting production costs on a per ounce basis. TheGold Institute has now been incorporated into the National Mining Association. The guidance wasfirst adopted in 1996 and subsequently revised in November 1999. An investor should not considerthese items in isolation or as alternatives to production costs, cost of sales or any other measureof financial performance presented in accordance with IFRS as issued by the IASB. While the GoldInstitute has provided definitions for the calculation of total cash costs, the calculation oftotal cash costs and total cash costs per ounce may vary significantly among gold mining companiesand, by themselves, do not necessarily provide a basis for comparison with other gold miningcompanies. For further information, see Item 5. “Operating and Financial Review andProspects — Costs — Reconciliation of Non-GAAP Measures”.

     We have included the U.S. dollar equivalent amounts of certain information and transactions inRand, Kina and A$. Unless otherwise stated, we have translated (i) balance sheet items at the noonbuying rate of the Federal Reserve Bank of New York on the last business day of the period (R7.80per U.S.$1.00 as at June 30, 2008 and R7.04 per U.S.$1.00 as at June 30, 2007), (ii) acquisitions,disposals and specific items included within equity at the rate prevailing at the date thetransaction was entered into and (iii) income statement items at the average rate for the year(R7.26 per U.S.$1.00 for fiscal 2008, R7.20 per U.S.$1.00 for fiscal 2007, and R6.36 per U.S.$1.00for fiscal 2006). Capital expenditures for fiscal 2009 have been translated at the rates used forbalance sheet items. By including these U.S. dollar equivalents in this annual report, we are notrepresenting that the Rand, Kina and A$ amounts actually represent the U.S. dollar amounts, as thecase may be, or that these amounts could be converted at the rates indicated.

     This annual report contains forward-looking statements within the meaning of the UnitedStates Private Securities Litigation Reform Act of 1995 with respect to our financial condition,results of operations, business strategies, operating efficiencies, competitive positions, growthopportunities for existing services, plans and objectives of management, markets for stock andother matters. In particular, among other statements, certain statements in Item 4. “Informationon the Company,” Item 5. “Operating and Financial Review and Prospects” and Item 11. “Quantitativeand Qualitative Disclosures About Market Risk” are forward-looking in nature. Statements in thisannual report that are not historical facts are “forward-looking statements” for the purpose of thesafe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), and Section 27A of the Securities Act of 1933, as amended.

     These forward-looking statements, including, among others, those relating to our futurebusiness prospects, revenues and income, wherever they may occur in this annual report and theexhibits to this annual report, are necessarily estimates reflecting the best judgment of oursenior management and involve a number of risks and uncertainties that could cause actual resultsto 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. Important factors that could cause actual resultsto differ materially from estimates or projections contained in the forward-looking statementsinclude, without limitation:

     We undertake no obligation to update publicly or release any revisions to theseforward-looking statements to reflect events or circumstances after the date of this annual reportor to reflect the occurrence of unanticipated events.

     Not applicable.

     Not applicable.

     The selected consolidated financial data below should be read in conjunction with, andare qualified in their entirety by reference to, our consolidated financial statements and thenotes thereto and with Item 5. “Operating and Financial Review and Prospects”, both includedelsewhere in this annual report. Historical results are not necessarily indicative of results to beexpected for any future period.

     Weare a South African company and the majority of our operations arelocated in our home country. Accordingly, our books of account aremaintained in South African Rand and our annual and interim financialstatements are prepared in accordance with IFRS as issued by theIASB. Prior to fiscal year ended June 30, 2008, our annualfinancial statements (translated into U.S. dollars) were prepared andfiled with the SEC in accordance with U.S. GAAP. On December 21,2007, the SEC, adopted rules allowing foreign private issuers thatfile Annual Reports on Form 20-F to file financial statementswith the SEC in accordance with IFRS as issued by the IASB withoutreconciliation to U.S. GAAP. As per these new rules, we changed ourbasis of presentation and have included in this annual report ourconsolidated financial statements prepared in accordance with IFRS asissued by the IASB, translated into U.S. dollars.

     The selected historical consolidated financial data for the last five fiscalyears are, unless otherwise noted, stated in accordance with IFRS asissued by the IASB, and has been extracted from the more detailedinformation and financial statements prepared in accordance with IFRSas issued by the IASB, including ouraudited consolidated financial statements as of June 30, 2008 and 2007 and for each of the years inthe three years ended June 30, 2008 and the related notes, which appear elsewhere in this annualreport. The historical consolidated financial data at June 30, 2006, 2005 and 2004, and for each ofthe years in the two years ended June 30, 2005, has been extracted from our audited consolidatedfinancial statements not included in this annual report as adjusted for discontinued operations andthe accounting changes described below.

     During fiscal 2008, we early adopted IAS 23 (Revised) — Borrowing Costs. In accordancewith the Revised Standard’s transitional provisions, we designated July 1, 2000 (the earliestcommencement date of current qualifying projects) as the effective date and applied therequirements of the Revised Standard to all qualifying projects for which the commencement date ofcapitalization was on or after that date.

     During fiscal 2008, we classified the assets and liabilities of the Cooke operation as heldfor sale and also classified the results of this operation as discontinued operations for allperiods presented below in the selected historical financial data. Discontinued operations alsoinclude the results of the Orkney and Australian operations that were classified as held for saleand discontinued operations during fiscal 2007. These reclassifications were done in terms of IFRS5 — Non-Current Assets held for sale and Discontinued Operations. See note 14 of the consolidatedfinancial statements and Item 4. “Information of the Company — Business — InternationalOperations”, “Information of the Company — Business — Orkney Operations” and Item 4. “Informationof the Company — Business — Cooke Operations”.

     Unless otherwise stated, balance sheet item amounts are translated from Rand to U.S.dollars at the exchange rate prevailing on the last business day of the period (R7.80 per U.S.$1.00as at June 30, 2008), except for acquisitions, disposals and specific items included within equitythat are converted at the exchange rate prevailing on the date the transaction was entered into,and income statement item amounts that are translated from Rand to U.S. dollars at the averageexchange rate for the period (R7.26 per U.S.$1.00 for fiscal 2008).

     Asof October 21, 2008, the noon buying rate of the Federal Reserve Bank of New York perU.S.$1.00 was R10.67.

     The following table sets forth, for the past five fiscal years, the average and periodend noon buying rates in New York City for cable transfers in Rand and, for the past six months,the high and low noon buying rates in New York City for cable transfers in Rand, in each case, ascertified for customs purposes by the Federal Reserve Bank of New York for Rand expressed in Randper U.S.$1.00.

     Fluctuations in the exchange rate between Rand and the U.S. dollar will affect the dollarequivalent of the price of ordinary shares on the Johannesburg Stock Exchange, which may affect themarket price of the ADSs on the New York Stock Exchange. These fluctuations will also affect thedollar amounts received by owners of ADSs on the conversion of any dividends paid in Rand onordinary shares.

     Not applicable.

     Not applicable.

     In addition to the other information included in this annual report and the exhibits, youshould also carefully consider the following factors related to our ordinary shares and ADSs. Theremay be additional risks that we do not currently know of or that we currently deem immaterial basedon information currently available to us. Any of these risks could have a materially adverse effecton our business, financial condition or results of operations, leading to a decline in the tradingprice of our ordinary shares or our ADSs. The risks described below may, in retrospect, turn out tobe incomplete and therefore may not be the only risks to which we are exposed. Additional risks anduncertainties not presently known to us or that we now believe are immaterial, could also adverselyaffect our businesses, results of operations or financial condition. The order of presentation ofthe risk factors below does not indicate the likelihood of their occurrence or the magnitude or thesignificance of the individual risks. The risks described below could occur individually orcumulatively and intensify in case of a cumulative occurrence.

     Substantially all of our revenues come from the sale of gold. Historically, the marketprice for gold has fluctuated widely and has been affected by numerous factors over which we haveno control, including:

     In addition, the current demand for and supply of gold affects the price of gold, but notnecessarily 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 ofinflation and monetary crisis. As a result, central banks, financial institutions and individualshold large amounts of gold as a store of value and production in any given year constitutes a verysmall portion of the total potential supply of gold. Since the potential supply of gold is largerelative to mine production in any given year, normal variations in current production will notnecessarily have a significant effect on the supply of gold or its price.

     The volatility of gold prices is illustrated in the following table, which shows theannual high, low and average of the afternoon London Bullion Market fixing price of gold inU.S. dollars for the past ten calendar years:

     OnOctober 21, 2008, the afternoon fixing price of gold on the London Bullion Market wasU.S.$772.00 per ounce.

     While the aggregate effect of these factors is impossible for us to predict, if goldprices should fall below our cash cost of production and remain at such levels for any sustainedperiod, we may experience losses and may be forced to curtail or suspend some or all of ouroperations. In addition, we would also have to assess the economic impact of low gold prices on ourability to recover any losses we may incur during that period and on our ability to maintainadequate reserves. Our cash cost per ounce of gold sold from continuing operations was U.S.$591 infiscal 2008, U.S.$479 in fiscal 2007 and U.S.$440 in fiscal 2006.

     Gold is sold throughout the world in U.S. dollars, but most of our operating costs areincurred in Rand and other non-U.S. currencies. As a result, any significant and sustainedappreciation of the South African Rand or other non-U.S. currencies against the dollar will servematerially to reduce our revenues and overall net income.

     The ore reserve estimates contained in this annual report are estimates of the milldelivered quantity and grade of gold in our deposits and stockpiles. They represent the amount ofgold which we believe can be mined, processed and sold at prices sufficient to recover ourestimated future cash costs of production, remaining investment and anticipated additional capitalexpenditures. Our ore reserves are estimated based upon a number of factors, which have been statedin accordance with SEC Industry Guide 7. Our ore reserve estimates are calculated based onestimates of:

     These factors, which are beyond our control, significantly impact these ore reserveestimates. As a result, the reserve estimates contained in this annual report should not beinterpreted as assurances of the economic life of our gold and other precious metal deposits or thefuture profitability of operations.

     Since these ore reserves are estimates based on assumptions related to the factorsdetailed above, should there be changes to these, we may in the future need to revise theseestimates. In particular, if our cash operating and production costs increase or do not decrease asassumed (whether in dollar, Rand, or other non-U.S. currencies terms, or in relative terms due to appreciation of the Randand other non-U.S. currencies against the U.S. dollar) or the gold price decreases, the recovery of a portion of our ore reservesmay become uneconomical. This will, in turn, will lead us to reduce our estimated reserves.

     Our operations have limited proven and probable reserves and exploration and discovery isnecessary to maintain current gold production levels at these operations. Exploration for gold andother precious metals is speculative in nature, is frequently unsuccessful and involves many risks,including those related to:

     Our exploration efforts might not result in the discovery of mineralization, and anymineralization discovered might not result in an increase in our proven and probable reserves. Toaccess additional reserves, we will need to successfully complete development projects, includingextensions to existing mines and, possibly, that of new mines. Development projects would also benecessary to access any new mineralization discovered through our exploration activities around theworld. We typically use feasibility studies to determine whether or not to undertake significantdevelopment projects. Feasibility studies include estimates of expected or anticipated economicreturns, which are based on assumptions about:

     It can take a number of years from the initial feasibility study until development iscompleted and, during that time, the economic feasibility of production may change. In addition,there are a number of uncertainties inherent in the development and construction of an extension toan existing mine or any new mine, including:

     We currently maintain a range of focused exploration programs, concentrating on areas not toodistant from our operational mines, as well as a number of prospective known gold mineralizedregions around the world. During fiscal years 2008 and 2007, the bulk of exploration expenditurewas allocated to activities in South Africa, Papua New Guinea (“PNG”) and Australia. However, thereis no assurance that any future development projects will extend the life of our existing miningoperations or result in any new commercial mining operations.

     Certain of our mining operations are located adjacent to the mining operations of other miningcompanies. A mine closure may have an adverse impact on the continued operations at an adjacentmine if appropriate preventative steps are not taken. In particular, this impact can include theingress of underground water where pumping operations at the closed mine are suspended. Suchingress could result in damage to property, operational disruptions and additional pumping costs,which would adversely affect any one of our adjacent mining operations.

     Each of our mining operations is dependent on a sufficient supply of electricity. Theelectricity supply was interrupted by the South African governmental entity, ESKOM, during fiscal2008 thereby halting production at certain of our mines. This led to management restructuringoperating processes to control and reduce our consumption of electricity at all our operations.Nevertheless, an insufficient supply of electricity may adversely affect our results of operationsand financial condition.

     As a result of ESKOM’s planned capital expansion program to deal with the current powerconstraints, an increase in rates charged to consumers costs has been approved by the NationalEnergy Regulator South Africa (NERSA). More increases are anticipated in the future, which willalso be driven by increases in input costs, primarily coal. These increases will have a negativeimpact on our results of operations going forward.

     As a general rule, we sell our gold at the prevailing market price. Currently, wegenerally do not enter into forward sales, commodity, derivative or hedging arrangements toestablish a price in advance for the sale of future gold production, although we may do so in thefuture. As a result, we may realize the benefit of any short-term increase in the gold price, butare not protected against decreases in the gold price, and if the gold price decreasessignificantly, our revenues may be materially adversely affected.

     Acquiring new gold mining operations involves a number of risks including:

     Our ability to make successful acquisitions and any difficulties or time delays in achievingsuccessful integration of any of such acquisitions could have a material adverse effect on ourbusiness, operating results, financial condition and share price.

     We review and test the carrying value of our assets on an annual basis when events or changesin circumstances suggest that the carrying amount may not be recoverable.

     If there are indications that impairment may have occurred, we prepare estimates of expectedfuture cash flows for each group of assets. These estimates of future cash flows are prepared atthe lowest level for which identifiable cash flows are identified as being independent of the cashflows of other mining assets and liabilities. Expected future cash flows are inherently uncertain,and could materially change over time. Such cash flows are significantly affected by reserve andproduction estimates, together with economic factors such as spot and forward gold prices, discountrates, currency exchange rates, estimates of costs to produce reserves and future capitalexpenditures.

     As of June 30, 2008, we have substantial amounts of property, plant and equipment, goodwilland other assets on our consolidated balance sheets. We have recorded impairment charges relatingto these assets and, if any one or a combination of the uncertainties described above occur,management may be required to recognize further impairment charges, which could adversely affectour financial results and condition.

     The business of gold mining by its nature involves significant risks and hazards,including environmental hazards and industrial accidents. In particular, hazards associated withunderground mining include:

     Hazards associated with open cast mining (also known as open-pit mining) include:

     Hazards associated with waste-rock mining include:

     We are at risk of experiencing any or all of these environmental or other industrial hazards.The occurrence of any of these hazards could delay production, increase cash costs and result inour financial liability.

     The environmental and industrial risks identified above also present safety risks for ouroperations and our employees and can lead to the suspension and potential closure of operations forindeterminate periods. For example, in October 2007, an incident occurred at the Elandsrandoperation involving a compressed pipe column which broke off below the shaft surface bank and fellto the bottom of the men-and-material shaft, causing extensive damage to the shaft steel work andelectrical cables. The incident resulted in 3,000 workers being underground for more than 30 hours.Mining operations were temporarily suspended for 42 days to allow for repairs to be undertaken atthe shaft. These and other safety risks, even in situations where no injuries occur, can have amaterial adverse effect on our operations and production.

     We have third-party liability coverage for most potential liabilities, includingenvironmental liabilities. While we believe that our current insurance coverage for the hazardsdescribed above is adequate and consistent with industry practice, we may be subject to liabilityfor pollution (excluding sudden and accidental pollution) or other hazards against which we havenot insured or cannot insure, including those in respect of past mining

activities. Further, we maintain and intend to continue to maintain, property and liabilityinsurance consistent with industry practice, but such insurance contains exclusions and limitationson coverage. In addition, there can be no assurance that insurance will continue to be available ateconomically acceptable premiums. As a result, in the future, our insurance coverage may not coverthe extent of claims against us for environmental or industrial accidents or pollution.

     Our operations have been materially affected by inflation in recent years. At June 30,2008, inflation in South Africa was 11.6%, a high level in recent years and may rise further. Inaddition, working costs and wages especially, have increased considerably over the past three yearsresulting in significant cost pressures for the mining industry. Our profits and financialcondition could also be affected adversely in the absence of a concurrent devaluation of the Randand an increase in the price of gold.

     We have operations in South Africa and PNG. As a result, changes or instability to theeconomic or political environment in any of these countries or in neighboring countries couldaffect an investment in us. It is difficult to predict the future political, social and economicdirection in these countries, or any other country in which we operate, and the impact governmentdecisions may have on our business.

     Our results of operations may be affected by the availability and pricing of rawmaterials and other essential production inputs. The price of raw materials may be substantiallyaffected by changes in global supply and demand, along with weather conditions, governmentalcontrols and other factors. A sustained interruption to the supply of any of these materials wouldrequire us to find acceptable substitute suppliers and could require us to pay higher prices forsuch materials. Any significant increase in the prices of these materials would increase ouroperating costs and affect production considerations.

     In terms of South Africa’s exchange control regulations, the export of capital from SouthAfrica is restricted. As a result, our ability to raise and deploy capital outside South Africa islimited. In particular, we are:

     These restrictions could hinder our normal corporate functioning, including our abilityto make foreign investments and procure foreign currency denominated financings in the future.

     Since 1995, certain exchange controls in South Africa have been relaxed. The extent towhich the South African government may further relax such exchange controls cannot be predictedwith certainty, although the government has committed itself to a gradual approach to therelaxation of exchange control. Because South Africa has a fully floating exchange rate and aflexible interest rate policy, this could result in a rapid depreciation of the Rand exchange raterelative to world’s currencies which could serve to stem this withdrawal and could also result inan increase in interest rates due to the depreciation of the Rand.

We compete with mining and other companies for key human resources.

     We compete with mining and other companies on a global basis to attract and retain key humanresources at all levels with the appropriate technical skills and operating and managerialexperience necessary to continue to operate our business. The global shortage of key miningindustry human resource skills, including geologists, mining engineers, metallurgists and skilledartisans has been exacerbated in the current environment of increased mining activity across theglobe. There can be no assurance that we will attract and retain skilled and

experienced employees and, should we lose any of our key personnel, our business may be harmed andour results of operations and financial condition could be adversely affected.

     Despite a history of positive and constructive engagement with labor unions, there areperiods during which the various stakeholders are unable to agree on dispute resolution processes.Disruptive activities on the part of labor, which normally differ in intensity, then becomeunavoidable. Due to the high level of union membership among our employees, we are at risk ofhaving, and have experienced in recent years, production stoppages for indefinite periods due tostrikes and other disputes. Significant labor disruptions have affected our operations andfinancial condition before and we are not able to predict whether or not we will experiencesignificant labor disputes in the future.

     South African employment law sets out minimum terms and conditions of employment foremployees. Though these minimum terms and conditions may be improved by agreements between us andthe trade unions, the prescribed minimum terms and conditions forms the benchmark for allemployment contracts.

     We are required to submit a report in terms of South African employment law detailing theprogress made towards achieving employment equity in the workplace. In the event this report is notsubmitted, we could incur substantial penalties.

     Developments in South African employment law may increase our cash costs of production oralter our relationship with our employees and trade unions, which may have an adverse effect on ourbusiness, operating results and financial condition.

     A portion of our operations are currently conducted by outside contractors. As a result,our operations are subject to a number of risks, including:

     In addition, we may incur liability to third parties as a result of the actions of itscontractors. The occurrence of one or more of these risks could have a material adverse effect onour business, operational results and financial condition. See “Directors, Senior Management andEmployees—Employees.”

     Theincidence of HIV & AIDS in South Africa and PNG, which is forecast to increase over thenext decade, poses risks to us in terms of potentially reduced productivity, and increased medicaland other costs. If a significant increase in the incidence of HIV& AIDS infection and HIV & AIDS-related diseases among the workforce over the next several years occurs, this may have anadverse impact on our operations, projects and financial status.

     Our operations in South Africa are subject to health and safety regulations which couldimpose significant costs and burdens. The present Mine Health and Safety Act 29 of 1996 (“MineHealth and Safety Act”) imposes various duties on us at our mines, and grants the authorities broadpowers to, among other things, close unsafe mines and order corrective action relating to healthand safety matters.

     The Occupational Diseases in Mines and Works Act 78 of 1973, or the Occupational DiseasesAct, governs the payment of compensation and medical costs related to certain illnesses contractedby persons employed in mines or at sites where activities ancillary to mining are conducted.Occupational healthcare services are available to our employees from our existing healthcarefacilities in South Africa. There is a risk that the cost of providing such services could increasein future depending on changes in the nature of underlying legislation and the profile of ouremployees. This increased cost, should it transpire, is currently indeterminate. We have embarkedon a number of initiatives focused on improving the quality of life of our workforce, althoughthere can be no guarantee that such initiatives will not be adversely affected by increased costs.

     We are governed by the South African Mineral and Petroleum Resources Development Act 2002(“MPRDA”). See “Regulation—Health and Safety Matters—South Africa” for a description of theprincipal objectives set out in the MPRDA.

     Under the MPRDA, tenure over established mining operations is secured for up to 30 years(and renewable for periods not exceeding 30 years each thereafter), provided that mining companiesapply for new order mining rights over existing operations within five years of May 1, 2004 orbefore the existing right expires, whichever is the earlier date and fulfill requirements specifiedin the MPRDA and the Broad-Based Socio-Economic Empowerment Charter for the South African miningindustry (“Mining Charter”).

     The Mining Charter was signed by government and stakeholders in October 2002, andcontains principles relating to the transfer, over a 10-year period, of 26% of South Africa’smining assets (as equity or attributable units of production) to Historically Disadvantaged SouthAfricans (“HDSAs”), as defined in the Mining Charter. An interim target of 15% HDSA participationover five years has also been set and to this end, the South African mining industry has committedto securing financing to fund participation by HDSAs in an amount of R100.0 billion within thefirst five years of the Mining Charter’s tenure. The Mining Charter provides for the review of theparticipation process after five years to determine what further steps, if any, are needed toachieve target participation of 26%. In order to measure progress in meeting the requirements ofthe Mining Charter, companies are required to complete a Scorecard, in which the levels ofcompliance with the objectives of the Mining Charter can be “ticked off” after five and ten years,respectively. The Mining Charter and Scorecard require programs for black economic empowerment andthe promotion of value-added production, such as jewelry-making and other gold fabrication, inSouth Africa. In particular, targets are set out for broad-based black economic empowerment in theareas of human resources and skills development; employment equity; procurement and beneficiation.In addition, the Mining Charter addresses socio-economic issues, such as migrant labor, minecommunity and rural development and housing and living conditions.

     We actively carry out mining and exploration activities in all of our material mineralrights areas. All of our South African operations have been granted their mining licenses. Wewill be eligible to apply for new licenses over existing operations, provided that we comply withthe Mining Charter. We have taken steps to comply with the expected provisions of the MiningCharter, such as promoting value-added production, exploring black empowerment initiatives andincreasing worker participation. Failure to comply with the conditions of the mining licenses couldhave a material adverse effect on our operations and financial condition.

     The MPRDA also makes reference to royalties payable to the South African state in termsof the envisaged Mineral and Petroleum Resources Royalty Bill which has not yet been enacted. Thefourth draft of the Mineral and Petroleum Resources Royalty Bill was tabled in the South Africangovernment on August 21, 2008 and provides for the payment of a royalty according to a formulabased on earnings before interest, tax and depreciation, after the deduction of capitalexpenditure. This rate is then applied to revenue to calculate the royalty amount due, with aminimum of 0.5% and a maximum of 5% for gold. It is estimated that the formula could translate toa royalty rate of more than 2% of gross sales in terms of current pricing assumptions. The latestproposal results in a large increase from the 1.5% rate proposed in the second draft in 2006. Theroyalty is to become effective on May 1, 2009, if the Bill is passed by the South Africangovernment in its current form. The introduction of the Mining and Petroleum Royalty Act will havean adverse impact on the profits generated by our operations in South Africa.

     In PNG, the mining license for Hidden Valley was approved in March 2005. Once productionin PNG is commenced, our PNG mining operations will be subject to royalty payments to thegovernment of PNG. Should we desire to expand any of our initiatives in PNG operations intoadditional areas under exploration, these operations would need to convert the existing explorationlicenses prior to the start of mining, and that process could require landowner title approval.There can be no assurance that any approval would be received. Please also see “Regulation” forfurther information.

     As a gold mining company, we are subject to extensive environmental regulation. We haveexperienced and expect to continue to experience increased cash costs of production arising fromcompliance with South African and PNG environmental laws and regulations. The MPRDA, certain otherenvironmental legislation and the administrative policies of the South African government regulatethe impact of our prospecting and mining operations on the environment.

     Pursuant to these regulations, upon the suspension, cancellation, termination or lapsingof a prospecting permit or mining authorization in South Africa, we will remain liable forcompliance with the provisions of the MPRDA, including any rehabilitation obligations. Thisliability will continue until such time as the South African Department of Minerals and Energy(“DME”) certifies that we have complied with such provisions.

     In the future, we may incur significant costs associated with complying with theincreasingly stringent requirements being imposed under new legislation and regulations. This mayinclude the need to increase and accelerate expenditure on environmental rehabilitation and toalter provisions for this expenditure, which could have a material adverse effect on our resultsand financial condition. We may also face increased environmental costs should other mines in thevicinity of our mines fail to meet their obligations with regard to the pumping or treatment ofwater.

     The South African government has reviewed requirements imposed upon mining companies toensure environmental restitution. For example, following the introduction of an environmentalrights clause in South Africa’s constitution, a number of environmental legislative reformprocesses have been initiated. Legislation passed as a result of these initiatives has tended to bematerially more onerous than laws previously applied in South Africa. Examples of such legislationinclude the MPRDA, the South African National Nuclear Regulator Act 1999, the South AfricanNational Water Act of 1998 and the South African National Environmental Management Act 1998, whichinclude stringent “polluter-pays” provisions. The adoption of these or additional or morecomprehensive and stringent requirements, in particular with regard to the management of hazardouswaste, the pollution of ground and ground-water systems and the duty to rehabilitate closed mines,may result in additional costs and liabilities.

     Our PNG operations are also subject to various laws and regulations relating to theprotection of the environment, which are similar in scope to those of South Africa.

     We are incorporated in South Africa. Each of our directors and executive officers (andour independent registered public accounting firm) reside outside of the United States.Substantially all of the assets of these persons and substantially all of our assets are locatedoutside the United States. As a result, it may not be possible for investors to enforce a judgmentagainst these persons or ourselves obtained in a court of the United States predicated upon thecivil liability provisions of the federal securities or other laws of the United States or anystate thereof. A foreign judgment is not directly enforceable in South Africa, but constitutes acause of action which will be enforced by South African courts provided that:

     Laws, regulations and standards relating to accounting, corporate governance and publicdisclosure, new SEC regulations and other listing regulations applicable to us are subject tochange and can create uncertainty for companies like us. New or changed laws, regulations and standards could lack specificity or besubject to varying interpretations. Their application in practice may evolve over time as newguidance is provided by regulatory and governing bodies. This could result in continuinguncertainty regarding compliance matters and higher costs of compliance as a result of ongoingrevisions to such governance standards.

     Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are required to furnish areport by our management on our internal control over financial reporting. The report in thisannual report contains, among other matters, an assessment of the effectiveness of our internalcontrol over financial reporting as of the end of the fiscal year, including a statement as towhether or not our internal controls over financial reporting are effective. We are required tohave our independent registered public accounting firm publicly disclose their conclusionsregarding the evaluation.

     During fiscal 2007, we identified certain material weaknesses in our internal controlsover financial reporting, in particular relating to the information technology control environmentand the financial reporting closing process which led to material adjustments being required in ourfinancial statements and which also negatively impacted the report issued by our independentregistered public accounting firm regarding our internal controls over financial reporting. We madeimprovements to our internal control over financial reporting during fiscal 2008 to mediate thesematerial weaknesses, and concluded that the controls related to the remediation of the materialweaknesses previously disclosed in the 2007 Annual Report on Form 20-F were designed, in place andoperating effectively for a sufficient period of time for management to determine that each of thematerial weaknesses was remediated as of June 30, 2008. See Item 15. “Disclosure Controls andProcedures”.

     We are committed to maintaining high standards of corporate governance and publicdisclosure, and our efforts to comply with evolving laws, regulations and standards in this regardhave resulted in, and are likely to continue to result in, increased general and administrativeexpenses.

     The primary listing of our ordinary shares is on the JSE Limited. Historically, thetrading volumes and liquidity of shares listed on the JSE have been low relative to other majormarkets. The ability of a holder to sell a substantial number of our ordinary shares on the JSE ina timely manner, especially in a large block trade, may be restricted by this limited liquidity.See “The Offer and Listing—The Securities Exchange in South Africa.”

     We have employee share option schemes as well as other share schemes. The employee shareoption schemes came into effect in 1994, 2001 and 2003 respectively, and a new share scheme wasintroduced in 2006. Our Board has authorized up to 14% of the issued share capital to be used forthese plans. Additionally, we have convertible uncollaterized fixed rate bonds in the amount ofU.S.$208 million which are due on May 21, 2009. These bonds may be converted into equity at theoption of the bondholder at any time after July 1, 2004 and up to and including May 15, 2009 at aspecific conversion price based on the outstanding principal amount divided by the conversion pricein effect on that date. As a result, shareholders’ equity interests in us are subject to dilutionto the extent of the future exercises of the options, through share schemes and convertible debtinstruments.

     We conduct underground and surface gold mining and related activities, includingexploration, processing and smelting. We are currently the third largest producer of gold in SouthAfrica, producing approximately 23.4% of the country’s annual gold output, and we ranked among thetop 10 gold producers in the world, with operations and projects in South Africa and PNG. Our goldsales have increased from 650,312 ounces of gold in fiscal 1995 to approximately 1.9 million ouncesof gold in fiscal 2008. As at June 30, 2008, our mining operations reported total proven andprobable reserves of 50.5 million ounces, primarily from South African sources. In fiscal 2008, weprocessed approximately 25.4 million tons of ore.

     In fiscal 2008, approximately 95% of our total gold production took place in SouthAfrica, and approximately 5% in Australasia. In fiscal 2008, approximately 93% of our South Africangold came from underground mines, and approximately 7% came from our surface operations (whichinclude Kalgold opencast operation and Phoenix operation). For more detailed information about ouractivities, see Item 4. “Information on the Company — Business — Harmony’s Mining Operations —Overview” and the notes to the consolidated financial statements included in this annual report.Mining is a highly regulated industry, and we operate under a variety of statutes and regulations.For more detailed information about these statutes and regulations, see Item 4. “Information on theCompany — Regulation” and Item 10. “Additional Information — Memorandum and Articles ofAssociation”.

     The majority of our exploration and evaluation done during fiscal 2008 has been focusedon PNG. Our PNG exploration and evaluation opportunities are handled through the internationaloffice in Brisbane, Australia.

     We were incorporated and registered as a public company in South Africa on August 25,1950 (under registration number 1950/038232/06). We poured our first gold on September 11, 1954. Inthe early 1970’s, we merged with the Anglovaal mines, Merriespruit and Virginia, forming HarmonyGold Mining Company Limited. In 1995, we were rejuvenated. We expanded from a single lease-boundmining operation into an independent, world-class gold producer. We acquired additional mineralrights in the Free State, Mpumalanga, Gauteng and North West provinces in South Africa when weacquired Lydex in 1997, Evander in 1998, Kalgold in 1999, Randfontein in 2000, ARMgold in 2003 andAvgold in 2004. In building our Australian portfolio, we acquired Hill 50 and New Hampton inWestern Australia in 2001 and 2002, respectively, and started our exploration portfolio in PNG withprojects in the Morobe province originally through our acquisition of Abelle in 2003. Duringfiscal 2008, we disposed of several operations in South Africa and Australia. See Item 4.“Disposals”.

     Our principal executive offices are located at Randfontein Office Park, Corner of MainReef Road and Ward Avenue, Randfontein, 1760, South Africa and the telephone number at thislocation is +27-11-411-2000.

     In South Africa, we operate a total of 11 underground operations, one open cast mine, andnine processing plants which are located in all of the currently known goldfields in theWitwatersrand basin of South Africa as well as the Green Stone belt. These operations produced 1.8million ounces in fiscal 2008, and South Africa represented approximately 94% (or 47.5 millionounces) of our total proven and probable reserves. The deep level gold are located in fourprovinces in this basin, being the Free State province, Mpumalanga, the West Rand Goldfields inGauteng province and the North West province. Surface operations are located in all these provincesas well.

     Ore from the shafts and surface material are treated at nine metallurgical plants in SouthAfrica, located near the operations (four in the Free State province, two in the North Westprovince, one in Mpumalanga and two in Gauteng). There are two plants on care and maintenance whichcan be restarted if additional processing capacity is required (Joel and St. Helena plants in theFree State province).

     As part of our “Back to Basics” strategy, management reassessed and restructured the manner inwhich operations are managed and evaluated. Each operation, consisting anywhere from a singleshaft to a group of shafts, is managed by a team headed up by a general manager. See Item 4.“Operational Strategy: Back to Basics” and “Harmony’s Management Structure”.

     As a result of this reorganization, operations are classified as “Underground” or “Surface”,as opposed to the previous classification of “Growth”, “Quality”, “Leveraged” or “Surface”. Thereportable segments in South Africa are as follows:

     Our interests internationally are currently mainly located in PNG and represent 6% (or 3.0million ounces) of our total proven and probable reserves.

     Our interests in Australia now consist solely of one site located at Mt. Magnet inWestern Australia. This site has been closed down and the plant has been put on care andmaintenance since December 2007. The South Kalgoorlie operational assets and tenements, which wepreviously owned and which was also located in Western Australia, were sold to Dioro Exploration NL(“Dioro”) on November 30, 2007.

     The Mt. Magnet operations produced 77,097 ounces in fiscal 2008, compared to 136,428 ounces infiscal 2007. The decrease was due to the mine being placed on care and maintenance in December2007. The South Kalgoorlie operations produced 27,778 ounces in fiscal 2008, compared to 88,371ounces in fiscal 2007. The results for 2008 are for the five months up to the sale to Dioro. Orefrom the underground and surface material were treated at the two metallurgical plants in Australia(one at Mt. Magnet and, prior to it being sold, at South Kalgoorlie). We classified the WesternAustralia operations as held for sale in April 2007. These operations also met the criteria to beclassified as discontinued operations.

     In July 2007, we entered into an agreement with Dioro pursuant to which Dioro acquired ourSouth Kalgoorlie assets. The total purchase price was A$45 million (U.S.$39.8 million), consistingof both a cash and share component. The share component entailed the issuance of 11.4 million Dioroshares valued at A$20 million (U.S.$17.7 million), and a cash component of A$25 million (U.S.$22.1million). The transaction was subject to various conditions precedent, including a minimum capitalraising by Dioro of A$35 million (U.S.$30.9 million) by the completion date. On November 30, 2007,all conditions precedent were satisfied, and the transaction was completed and accounted for onthat date.

     Duringfiscal 2008, we entered into an agreement with Monarch Gold MiningCompany (“Monarch Gold”) for the sale of our MountMagnet operations. The Mount Magnetoperations include Hill 50, Great Fingall, St George, Star and Big Bell mines, and comprises aresource inventory of 2.7 million ounces of gold, tenements covering approximately 62,000 hectares,166 exploration license blocks and a 2.7 million ton a yearcapacity plant. However, subsequent to year-end, we were advisedthat Monarch had placed itself in voluntary administration and, onAugust 1, 2008, the Administrator indicated that Monarch will notproceed with the proposed purchase and consequently the purchaseagreement has been terminated. We have since resumedmanagement of the Mt. Magnet operation which is still classified asheld for sale. See “Recent Developments”

     In PNG, we, through our wholly-owned PNG-based subsidiaries, Morobe Consolidated GoldfieldsLimited (“Morobe”) and Wafi Mining Limited (“Wafi”), own development and exploration prospects inthe Morobe Province. Following the end of fiscal 2008, Newcrest Mining Limited (“Newcrest”)acquired a 30.01% interest in our PNG assets and tenements (See “Recent Developments”). We, in ajoint venture with Newcrest, are in the process of building the Hidden Valley mine, with projectcompletion expected by the middle of calendar 2009.

     In addition, we completed a number of stand alone pre-feasibility studies (“PFS”) inGolpu during the June 2007 quarter and in Wafi during the December 2007 quarter, which included theWafi gold resources and examined the development of three production scenarios:

     The June 2007 PFS reports were subject to Harmony Gate Reviews (“Gate Reviews”) and aCompetent Persons Report (“CPR”). Neither the Gate Reviews nor the CPR identified any fatal flawsin the PFS reports. However, a number of outstanding issues were identified and the December 2007PFS report are still subject to the Gate Review process. The returns projected by the June 2007studies did not meet the

requirements,and it was decided then not to immediately proceed to the feasibility stage. Further studies are plannedfor fiscal 2009 to address outstanding issues and to investigate alternative production scenarioswhich may improve projected returns. PNG represents approximately 6% (or 2.99 million ounces) ofour proven and probable reserves.

     During fiscal year 2008, we endeavoured to focus on three key aspects all of which we havedelivered on during the year under review.

     We believe that the following strengths provide us with a competitive advantage:

     Leading Black Economic Empowerment strategy

     Our organic growth strategy is focused on the extraction of high-quality ounces and developingand operating our long-life mines. Through our back to basics approach of disciplined mining, weaim to reduce costs and increase productivity. Our dedicated and participative management teamendeavours to meet production targets, reduce costs and optimize the orebodies for the benefit ofall our stakeholders.

     Our operational strategy is underpinned by the “back to basics” strategy of disciplinedmining, cost control, ore reserve management and efficiency.

     We have dedicated a significant amount of attention to our safety initiatives during the year,and have seen improvements. These initiatives have been a key part of our restructuring andrefocusing initiative, and also part of the broader transformation of the workplace.

     The commitment to zero fatalities starts at the top of the company and has filtered to everylevel through a conscious and programmatic

effort. The second round of a comprehensive safetyauditing program was completed in June 2008 including physical workplace audits, fall of ground regulations audits,shaft audits and metallurgical audits. Key non-negotiable principles that have been agreed uponinclude:

     While the workforce is motivated to become involved in taking responsibility for their ownsafety and that of their colleagues, a key management focus has been to improve undergroundconditions. In this respect, emphasis has been placed on those areas that are deemed to be of thehighest potential risk, namely, shaft infrastructure and physical conditions in the workplace.Again, in respect of the latter, the focus is on compliance with standards, the monitoring andmanagement of ground conditions and logistics to and from the workplace.

     We have concluded several other strategic transactions within and outside South Africa inthe last three fiscal years, which are summarized below.

     On February 27, 2008, the Group acquired a 32.4% interest in Pamodzi Gold Limited (“Pamodzi”)after disposing of its Orkney assets. See Item 4. “Disposals”.

     In March 2007, we concluded negotiations with Rio Tinto plc (“Rio Tinto”) in which wepurchased Rio Tinto’s rights to the royalty agreement entered into prior to our acquisition of theHidden Valley and Kerimenge deposits in PNG. The remaining condition precedent, which was to obtainapproval of the relevant PNG minister on the recommendation of the Mining Advisory Council that theroyalty rights may be transferred to us, was met in March 2008. Our cost of U.S.$22.5 million wasmet through the issue of shares and a cash payment of U.S.$2.5 million. The effect of thetransaction will be to reduce the cost of gold produced at Hidden Valley and all further extensionsto the project, mine life and reserves will be free of this royalty.

     On December 8, 2006 we exchanged our Western Areas Limited (“Western Areas”) shares inexchange for Gold Fields Limited (“Gold Fields”) ordinary shares. See Item 4. “Disposals”. Wereceived 15.7 million Gold Fields shares, issued at R135.02 (U.S.$19.15) per share, for our 44.9million Western Areas shares. During the fiscal years 2008 and 2007, we disposed of our interestin Gold Fields. See Item 4. “Disposals”.

     On June 21, 2006, we announced that we acquired 37.8% of the issued share capital of VillageMain Reef Gold Mining Company Limited (“Village”) for an amount of R458,775 (U.S.$0.1 million). Theequity stake was purchased from ARM Limited at a price of SA 20 cents per share. Due to the factthat the acquisition surpasses the 35% mark, we were obliged under the securities Regulation Codeon Takeovers and Mergers to extend an offer to the remaining shareholders of Village to acquire allof their shares at the same price at which it acquired the

37.8% stake. On August 14, 2006, weannounced that minority shareholders holding 3,163 shares in Village (being 0.08% of the shares in respect of which the offer was made) had accepted itsoffer. At June 30, 2008, we held 2,295,663 shares, representing 37.83% of the issued share capitalof Village. See Item 7. “Related Party Transactions”.

     On March 9, 2006, we announced that we acquired a total of 44.9 million shares in WesternAreas for R2 billion (U.S.$321 million), representing a 29.2% stake. This was done by acquiring37.37 million shares from Allan Gray and buying a total of 7.62 million shares on the open market.To finance this acquisition, we entered into a term loan facility of R1.0 billion(U.S.$280.8 million) with Rand Merchant Bank (“RMB”), for the purpose of partially funding theacquisition of the 29.2% stake in Western Areas. See Item 7. “Related Party Transactions”.

     See Item 8. “Recent Developments” for post year-end disposals.

     On February 27, 2008, we disposed of our Orkney operations to Pamodzi in exchange for 30million listed ordinary shares, the market value of which was R345 million (U.S.$46.5 million).

     On November 30, 2007 the South Kalgoorlie operations were sold to Dioro in exchange for 11.6million listed ordinary shares, the market value of which was U.S.$17.5 million (A$20 million), aswell as a cash of U.S.$18.7 million (A$21 million). A loss of U.S.$8.76 million (A$9.8 million),net of tax, was realized.

     On August 24, 2007, the Group disposed of the remaining 13,095,079 ordinary Gold Fieldsshares. The proceeds amounted to R1,310 million (U.S.$182.9 million), resulting in a loss of R459million (U.S.$63.2 million).

     In April 2007, the surface assets and metallurgical plant at Deelkraal was sold to OgoerionConstruction CC for R98 million (U.S.$13.7 million). It was agreed that the purchase price be paidin installments over a 24-month period.

     In a range of transactions between January 22, 2007 and February 12, 2007, we disposed of1,150,000 Gold Fields shares for U.S.$19.7 million. The total cost of these shares wasU.S.$21.4 million, resulting in a loss of U.S.$1.7 million. During May and June 2007, a further1.5 million shares with a cost of U.S.$28.3 million were disposed of for U.S.$25.1 million,resulting in a loss of U.S.$3.2 million.

     On December 8, 2006, we disposed of our interest in Western Areas in exchange for ordinaryshares in Gold Fields. This was in terms of an offer by Gold Fields whereby every 100 WesternAreas Shares were exchanged for 35 Gold Fields shares.

     On October 19, 2006, Randfontein 4 Shaft was sold to Simmer & Jack Limited for an amount ofR60 million (U.S.$8.5 million).

     On March 31, 2006, we disposed of the entire share capital of Buffalo Creek Mines (Pty)Ltd for A$24 million (U.S.$17.2 million). According to the agreement the A$24 million(U.S.$17.2 million) was to be settled as follows: (i) A$4.3 million (U.S.$3.1 million) to be paidin cash; (ii) 1,907,892 shares in GBS Gold International, valued at A$5 million (U.S.$3.6 million);(iii) A$5 million (U.S.$3.6 million) to be paid in cash in September 2006; (iv) Shares in GBS GoldInternational, equal in value to A$4.4 million (U.S.$3.1 million), to be issued in September 2006;and (v) A$5.4 million (U.S.$3.8 million) to be paid in cash in September 2007. The net asset valueof Buffalo Creek Mines (Pty) Ltd was A$20.1 million (U.S.$14.2 million), resulting in a profit ofA$3.1 million (U.S.$3 million). Final settlement was received as per contract in September 2007.

     On January 18, 2006, we disposed of our investment in Atlas Gold Limited forA$0.2 million (U.S.$0.15 million). The investment of 500,000 shares was carried at a total cost ofA$0.1 million (U.S.$0.07 million), resulting in a profit of A$0.1 million (U.S.$0.07 million).

     On December 29, 2005, we disposed of our investment in San Gold Corporation for R19million (U.S.$3.1 million). The investment was carried at a total cost of R20 million (U.S.$3.2million), resulting in a loss of R1 million (U.S.$0.1 million).

     On November 16, 2005, we disposed of the remaining portion of the Gold Fields investmentpurchased in fiscal 2005 for R2.4 billion (U.S.$361.8 million). The process was concluded throughmarket disposals which began on November 10, 2005 and an open market offering on November 15 and16, 2005. The investment was acquired at a cost of R2.1 billion (U.S.$316.4 million), resulting ina profit of R307 million (U.S.$45.4 million).

     We have consistently maintained a policy of not entering into forward sales, commodity,derivatives or hedging arrangements to establish a

price in advance for the sale of our future goldproduction, although we may do so in the future. As a result of this policy, Board approval is required when hedgingarrangements are to be entered into.

     Where any such gold hedging position is acquired, our policy is to eliminate any suchpositions existing within acquired companies as soon as this can be achieved through sound,commercially advantageous transactions. There may, however, be instances where certain hedgepositions in acquired companies need to be kept in place for contractual or other reasons. In linewith this policy, we have historically closed out hedging arrangements inherited through ouracquisitions. Our revenues are sensitive to the exchange rate of the Rand and other non-U.S.currencies to the U.S. dollar, as all the revenues are generated by gold sales denominated in U.S.dollars. We do not enter into forward sales, commodity, derivatives or other hedging arrangementsto establish a Rand to U.S. dollar exchange rate in advance for the sales of our future goldproduction, although we may do so in the future.

     In May 2007, we closed out the remainder of our Australian hedge book, which we inheritedwith the acquisition of the Hill 50 mine. In these transactions, some 220,000 ounces were closedout at an average spot rate of A$809/ounce, for a total cost of A$72.8 million (U.S.$60.0 million).As a result, we are completely unhedged.

     Exploration activities are focused on the extension of existing orebodies andidentification of new orebodies, both at existing sites and at undeveloped sites.

     Our gold-focused exploration program has two components:

     Once a potential orebody has been discovered, exploration is extended and intensified inorder to enable clearer definition of the orebody and the potential portions to be mined.Geological techniques are constantly refined to improve the economic viability of prospecting andmining activities.

     We conduct exploration activities on our own or with joint venture partners. As at June30, 2008, our prospecting interest in South Africa measured 28,039 hectares (69,286 acres), 220,600hectares (545,114 acres) in PNG and 97,491 hectares (240,906 acres) in Australia. We spentU.S.$28 million on exploration in fiscal 2008 and the bulk of exploration expenditure was allocatedto activities in PNG and South Africa. In fiscal 2009, we intend to carry out exploration in PNGand South Africa.

     The mining process can be divided into two main phases: (i) accessing the orebody and(ii) mining the orebody. This basic process applies to both underground and surface operations.

     In our South African underground mines, once ore has been broken, train systems collectore from the faces and transfer it to a series of ore passes that gravity feed the ore to hoistinglevels at the bottom of the shaft. The ore is then hoisted to the surface in dedicated conveyancesand

transportedeither by conveyor belts directly or via surface railway systems or roads to the treatment plants. In addition to ore, waste rock brokento access reef horizons must similarly be hoisted and then placed on waste rock dumps.

     We currently have nine operational metallurgical plants and two metallurgical plants oncare and maintenance in South Africa. We also have a metallurgical plant at the Hidden Valleyproject in PNG. The principal gold extraction processes we use are carbon in leach, or CIL, andcarbon in pulp, or CIP.

     The gold plant circuit consists of the following:

     Gold in solution, at one of our plants, is recovered using zinc precipitation. Recoveryof the gold from the loaded carbon takes place by elution and electro-winning. Cathode sludge ordore bars produced from electro- winning is now currently sent directly to Rand Refinery. Most ofthe South African plants no longer use smelting to produce rough gold bars (dore). Our SouthAfrican zinc precipitation plants continue to smelt precipitate to produce rough gold bars. Thesebars are then transported to the Rand Refinery which is responsible for refining the bars to aminimum of good delivery status.

     In fiscal 2006, we operated the only independent gold refinery and fabrication plant inSouth Africa. In fiscal 2006, approximately 84% of our South African gold production was refined atour refinery and the remainder was refined at the Rand Refinery, which is owned by a consortium ofthe major gold producers in South Africa. Since July 2006, all of our gold produced in South Africahas been sent to the Rand Refinery, as a decision was made to close the Harmony Refinery foreconomic reasons. The Australian gold production for fiscal years 2006 to 2008 was refined inAustralia at an independent refiner, AGR Matthey.

     The South African government has emphasized that the production of value-added fabricatedgold products, such as jewelry, is an important means for creating employment opportunities inSouth Africa and has made the promotion of these beneficiation activities a requirement of theMining Charter described in Item 4. “Information on the Company Regulation — Mineral Rights”. Wesupport jewelry ventures in South Africa.

     We have a de-centralized management structure that is based on small, empoweredmanagement teams led by General Managers at each of our operations. In South Africa, the GeneralManagers report to Alwyn Pretorius and Tom Smith, the Chief Operations Officers, and areresponsible for business optimization, ore reserve optimization, and for developing a businessculture at the operations. They also focus on long-term viability and growth of the operations. TheGeneral Managers are supported by an Ore Reserve Manager, a Business Analyst and a Human ResourcesLeader in ensuring the growth and long-term sustainability of the operations, and additionalexpertise and skill is obtained from the Mining Managers, Engineers and Human Resource Managers whoalso report to the respective General Managers.

     Capital expenditures for continuing operations incurred for fiscal 2008 totalled U.S.$500million, compared with U.S.$320 million for fiscal 2007 and U.S.$205 million for fiscal 2006. Theincrease in capital expenditure in fiscal 2008 compared with 2007 was primarily related to thedevelopment of the PNG assets, which accounted for 66% of the project capital expended. Capital wasalso expended on the Doornkop South Reef Project, Tshepong Sub 66 and 71 Declines, Phakisa and theElandsrand New Mine. During fiscal 2007, the increased development in PNG accounted for 45% of theproject capital expended in the year. This was also the primary reason for the increase in capitalexpenditure in fiscal 2007 compared with fiscal 2006. Expenditure was also incurred at DoornkopSouth Reef Project, Phakisa, Tshepong Sub 66 Decline and Elandsrand New Mine.

     The focus of our capital expenditures in recent years has been underground development andplant improvement and upgrades. Several of these projects will be completed during fiscal 2009. Theremainder of the projects will still require a great deal of capital expenditure over the next twoto three years until they are substantially completed. During fiscal 2008, various funding optionswere investigated. These included entering into a partnering deal for the PNG assets. Thetransaction was concluded after year end. See Item 4. “Recent Developments”.

          Capital expenditure for discontinued operations, including the non-cash portion, incurred forfiscal 2008 totaled U.S.$42 million, compared with U.S.$61 million for fiscal 2007 and U.S.$60million for fiscal 2006.

     We have budgeted approximately U.S.$379 million for capital expenditures in fiscal 2009.Details regarding the capital expenditures for each operation are found in the individual minesections under “Business — Harmony’s Mining Operations”. We currently expect that our plannedoperating capital expenditures will be financed from operations and new borrowings as needed.However, if we decide to expand major projects such as the Poplar Project and the Rolspruit Projectat Evander beyond our current plans, we may consider alternative financing sources. SeeItem 4.“Information on the Company — Business — Harmony’s Mining Operations — Evander Operations”.

     As at June 30, 2008, we have declared proven and probable reserves of 50.5 millionounces, broken down as follows: 47.5 million ounces in South Africa and 3.0 million ounces in PNG.Of our 50.5 million ounces of ore reserves, 12.2 million ounces are classified as belowinfrastructure (that is, reserves for which capital expenditure has yet to be approved). There hasbeen a 3.2 million ounces year-on-year negative variance in ore reserves due to the followingreasons:

     We use the South African Code for the Reporting of Exploration Results, Mineral Resourcesand Ore Reserves (“SAMREC Code”), which sets out the internationally recognized procedures andstandards for reporting of mineral resources and ore reserves. We use the term “ore reserves’’herein, which has the same meaning as “mineral reserves”, as defined in the SAMREC code. Ourreporting of its PNG Ore Reserves complies with the Australian Code for the Reporting of MineralResources and Ore Reserves (“JORC”) of the Australian Institute of Mining and Metallurgy. Thiscode is materially the same as “SAMREC”. In reporting of reserves, we have complied with IndustryGuide 7 of the U.S. Securities and Exchange Commission.

     For the reporting of Ore Reserves at our South African and PNG operations, we use a goldprice of U.S.$750 per ounce. An exchange rate of R7.46 per U.S. dollar is used for South Africa andfor PNG an exchange rate of U.S.$0.80 per Australian dollar is used giving a gold price of R180,000per kilogram and AU$850 per ounce, respectively. These gold prices have also been used in mineplanning.

     In order to define that portion of a measured and indicated mineral resource that can beconverted to a proven and probable ore reserve at our underground operations, we apply the conceptof a cut-off grade. This is done by defining the optimal cut-off as the lowest grade at which anorebody can be mined such that the total profits, under a specified set of mining parameters, aremaximized. The cut-off grade is determined using our Optimizer computer program which requires thefollowing as input:

     Rand per tonne cash costs of the mines are historically based, but take into accountdistinct changes in the cost environment, such as the future production profile, restructuring,right-sizing, and other cost reduction initiatives which we expect in the aggregate to lead tolower unit costs, and for below-infrastructure ounces, an estimate of capital expenditure.

     The block cave reserve at Golpu (PNG) used the PCBC computer program to define the optimalmine plan and sequencing.

     The open pit reserve at Hidden Valley (PNG) is constrained by the capacity of the tailingsstorage facility with Whittle optimisation program guiding the most efficient mine design giventhis constraint.

     The ore reserves represent that portion of the measured and indicated resources abovecut-off in the life-of-mine plan and have been estimated after consideration of the factorsaffecting extraction, including mining, metallurgical, economic, marketing, legal, environmental,social, and governmental factors. A range of disciplines which includes geology, survey, planning,mining engineering, rock engineering, metallurgy, financial management, human resources management,and environmental management have been involved at each mine in the life-of-mine planning processand the conversion of resources into reserves. The ore flow-related modifying factors used toconvert the mineral resources to ore reserves through the life-of-mine planning process are statedfor each individual shaft. For these factors, historical information is used, except if there is avalid reason to do otherwise. Because of depth and rock engineering requirements, some shaftsdesign stope support pillars into their mining layouts which accounts for approximately 7% to 10%discounting. Further discounting relates to the life-of-mine extraction to provide for unpay andgeological losses.

     Our standard for narrow reef sampling with respect to both proven and probable reservecalculations for underground mining operations in South Africa is applied on a 6 meter by 6 metergrid. Average sample spacing on development ends is at 2 meter intervals in development areas. Forthe massive mining at the Target operations, our standard for sampling with respect to both provenand probable reserves are fan drilling with “B” sized diamond drill holes (43mm core) sited at 50meter spaced sections along twin access drives. The Kalgold open cast operations are sampled ondiamond drill and reverse circulation drill spacing of no more than 25 meters on average. Surfacemining at South African operations other than Kalgold involves recovering gold from areaspreviously involved in mining and processing, such as metallurgical plants, waste rock dumps andtailing dams (slimes and sand) for which random sampling is used.

     The PNG resources are hosted in large porphyry or related mesothermal geological systems. Datais gained through diamond drilling using PQ down to NQ sized core. The core is cut in half, onehalf sampled at a maximum of 2 meter intervals and the other half stored in designated core storagefacilities. Drill spacing is typically on less than 20 meter centres for Measured category, 20 to40 meter centres for the Indicated category and greater than 40m for Inferred category material.Assaying for gold is by fire assay and various methods are used for copper and other elements. Allassays informing the resource calculation are analysed at a NATA accredited commercial laboratory.Some sample preparation is done at the mine site laboratory. Extensive QA/QC work is undertaken anddata is stored in electronic database.

Our mining operations’ reported total proven and probable reserves as of June 30, 2008 are set outbelow:

     In addition to the gold reserves, we also report our equity reserves for silver, copper andmolybdenum from our PNG operations. Metal prices are assumed at U.S.$12/oz for silver,U.S.$2.40/lb for copper and U.S.$20/lb for molybdenum.

     Our methodology for determining our reserves is subject to change and is based uponestimates and assumptions made by management regarding a number of factors as noted above in thissection.

     The following is a map of our worldwide operations:

     Our operational mining areas in South Africa are set forth below:

Our discontinued operational mining areas are set forth below:

     In PNG, we hold granted tenements as set forth below:

     In line with the rest of the South African mining industry, and in an effort to reduce costs,we have been rationalizing our mineral rights holdings in recent years. Accordingly, over the pastthree years, we have disposed of our shares and participation rights in areas within and outside ofSouth Africa in which we have not actively pursued mining. However, in some cases we have retainedcertain participation rights and option clauses in disposed of properties and mining rights. We maycontinue to investigate further disposals.

     The major portion of our South African gold production is derived from mines located inthe Witwatersrand Basin in South Africa. The Witwatersrand Basin is an elongated structure thatextends approximately 300 kilometers in a northeast-southwest direction and approximately 100kilometers in a northwest-southeast direction. It is an Archean sedimentary basin containing a sixkilometer thick stratigraphic sequence consisting mainly of quartzites and shales with minorvolcanic units. The majority of production is derived from auriferous placer reefs situated atdifferent stratigraphic positions and at varying depths below the surface in three of the sevendefined goldfields of the Witwatersrand Basin.

     Our Hidden Valley project comprises low sulphidation carbonate-base metal-gold epithermaldeposits within the Morobe Goldfield, in the Morobe Province of PNG. In the Hidden Valley projectarea, a batholith of Morobe Granodiorite (locally a coarse grained monzogranite) is flanked by finemetasediments of the Owen Stanley Metamorphics. Both are cut by dykes of Pliocene porphyry rangingfrom hornblende-biotite to feldspar-quartz porphyries. A number of commonly argillic altered andgold anomalous breccias are known, including both hydrothermal and over printing structuralbreccias. The Hidden Valley deposit area is dominated by a series of post Miocene faultscontrolling the gold mineralization, including an early north trending set and the main northwestfaulting.

     Our Wafi project comprises the sedimentary/volcaniclastic rocks of the Owen StanleyFormation that surround the Wafi Diatreme and host the gold mineralization. Gold mineralizationoccurs as extensive high-sulphidation epithermal alteration overprinting porphyry mineralizationand epithermal style vein-hosted and replacement gold mineralization with associated wall-rockalteration. The Golpu Copper-Gold project is located about one kilometer northeast of the Wafi goldorebody. It is a porphyry (diorite) copper-gold deposit. The host lithology is a diorite thatexhibits a typical zoned porphyry copper alteration halo and the mineralized body can be describedas a porphyry copper-gold “pipe”.

     Previously, we discussed our South African operations per legal entity, which by design weregeographically grouped. These were Free State (owned by Harmony Company), Freegold, Elandsrand(originally known as the Elandskraal operations), Randfontein, Evander, Avgold, ARMgold andKalgold. The shafts were then further divided into categories of “Quality”, “Leveraged”, “Growth”and “Surface”.

     As discussed under Item 4. “South African Operations”, we have changed the way in which wemanage our operations. In line with this change, we have amended the manner in which we discuss ouroperations.

     In South Africa, we conduct underground mining at 11 operations:

     We conduct surface mining at five sites (all included in “Other — Surface”):

     Surface mining conducted at the South African operations other than Kalgold involvesrecovering gold from areas previously involved in mining and processing, such as metallurgicalplants, waste rock dumps and tailings dams (slimes and sand).

     Internationally, our mining was previously conducted at the following two sites in Australia:

     Underground and surface mining was conducted at each of these operations, with undergroundaccess through two declines at Mt. Magnet and one decline at South Kalgoorlie and surface accessprincipally through open-pits. Surface mining at South Kalgoorlie ceased in fiscal 2006 withtreatment consisting of Mt. Marion ore and low grade stockpiles. Open-pit mining recommenced atSouth Kalgoorlie mines during fiscal 2007. The Mt. Marion underground operation at South KalgoorlieMines ceased in June 2007, with only open-pit operations continuing on that site until the date ofsale to Dioro.

     The following discussion is a two-part presentation of our operations:

     Where we have translated the Rand amount budgeted for capital expenditures in 2009 into U.S.dollars, we have used the closing rate at the balance sheet date.

Introduction: We acquired Tshepong, Phakisa and Bambanani when we, in January 2002, acquired theFreegold operations from AngloGold through a 50 % joint venture with ARMgold. In September 2003, weacquired 100% of these operations when ARMgold became a wholly owned subsidiary. These operationsare located in the Free State province. Production from the operations is processed through twoprocessing facilities (the Free State 1 (“FS 1 Plant”) and Central plant, the latter forms part ofour Virginia operations).

History: Exploration, development and production history in the area of the Freegold assets datesfrom the early 1900’s, leading to commercial production by 1932. Subsequent consolidation andrestructuring led to the formation of Free State Consolidated Gold Mine (Operations) Limited, whichbecame a wholly-owned subsidiary of AngloGold in June 1998.

Geology: The operations are located in the Free State Goldfield, which is on the southwestern edgeof the Witwatersrand basin. The Bambanani, Tshepong and Phakisa mines are located to the north andwest of Welkom. Mining is primarily conducted in the Basal reef, with limited exploitation of the BReef at Tshepong. The reefs generally dip towards the east or northeast while most of the majorfaults strike north-south. B Reef is being mined at Tshepong with potential of being exploitedelsewhere.

Mining Operations: These operations are subject to the underground mining risks detailed in theRisk Factors section. The management teams regularly revisit their mining strategy and managementprocedures in order to minimize risks.

     Mining is conducted at depths ranging from 1,911 and 3,129 meters at Bambanani and betweendepths of 1,671 and 2,245 meters at Tshepong. The primary mining challenges at these operationsare seismic risks, ventilation and fire avoidance. Bambanani is classified as a seismically activeoperation with seismic activity monitoring systems installed to do active seismic risk evaluation.Seismic activity monitoring systems are upgraded on a continuous basis to ensure that it is keptabreast of emerging technology. Current ventilation and refrigeration systems were evaluated andimproved with refrigeration plants installed at the Bambanani and Tshepong Mines. We believe thiswill improve productivity and safety after operations at Tshepong were hampered by a number offires and seismic events that significantly affected production in the first half of fiscal 2008.

     The Tshepong Decline project, which started in April 2003, has accessed an additional twolevels (69 and 71) of the Tshepong North Shaft. The Sub 66 project neared completion at the end ofJune 2008 with a total capital expenditure of R289 million (U.S.$39.8 million). The balance of thefinal estimated capital of R291million (U.S.$40 million) will be spent during the first quarter offiscal 2009. Production commenced at Sub 66 Decline during the year, with the build-up to continueover the next two years. Emphasis is now being placed on significantly increasing mineablereserves. Poor ground conditions caused some delays to the project, with the final mining componentbeing completed in June 2008, and all project work scheduled for completion by December 2008. Goodprogress was made at the Sub 71Decline project during fiscal 2008, with a total of 1,089 metresbeing developed by year-end. The escalation of input costs, combined with skills shortages (designand engineering draughting personnel) had a negative impact on the project. First production isexpected in August 2012, with full production anticipated in July 2017. The total estimated valueof this project is R132 million (U.S.$18 million).

     The development at Phakisa, a surface shaft, sunk to 75 level elevations and a planned declineshaft to 85 levels will access the ore reserves to a depth of 2,662 meters below surface. It isestimated that the area will yield 22.0 million tons, recovering 182.5 tons of gold over a projectlife of 22 years. Project completion requires sinking of a decline shaft, equipping andcommissioning of the shaft with access development and stoping to maximum production build-up at acapital cost of R1,348 million (U.S.$185.5 million). To date, R866 million (U.S.$119.2 million) hasalready been spent. Good progress was achieved during fiscal 2008, with the reef ore passes, reefhoisting facility and Rail-veyor reef and waste handling on 55 level completed. The second train onthe Rail-veyor is planned for October 2008. Installation of the permanent water handling systems(i.e., Settlers, Main Pump Station on 77 Level, Mud press and underground dams) has progressed andexpected completion is October 2008. The cooling systems of Phakisa Shaft will include a firstphase 10MW Ice Plant on surface. This will be a first in the gold

mining industry. Phakisa startedthe first production during September 2007 and will be opening up ore reserves for the next two years. The project is expected to be in full productionin June 2011 at 83,000 tons per month. The average production rate per annum over the peak periodof life of mine is 253,360 ounces.

     Bambanani was restructured during the third quarter of fiscal 2008 due to the power shortagesin the country. This resulted in the tonnages being reduced by 50%. There was also a significantreduction in the labor complement, with 2,086 people leaving through transfers and voluntaryretrenchments. Bambanani now operates as a low tonnage high grade mine (8.0g/t recovered grade).

     Conops was introduced at the operations during the quarter ended December 31, 2003. Conopswere stopped at Bambanani during April 2005. Conops was officially stopped at Tshepong duringJanuary 2008 after a due diligence study conducted during fiscal 2007 indicated that Conops was notdelivering at the planned levels. For a detailed discussion on Conops and the evaluation processthat was followed, see Item 5. “Operating and Financial Review and Prospects — Conops”.

     During fiscal 2008, Tshepong accounted for 14% (14% in 2006 and 2007) of our total gold sales,with Phakisa accounting for 0.2% (nil in 2006 and 2007) and Bambanani 8% (8% in 2006 and 2007).

Safety: During fiscal 2008, the safety statistics for the operations compared to the Group averagefor lost time frequency rate (“LTFR”) of 12.83 per million hours worked and fatality frequency rate(“FFR”) of 0.18 are as follows:

Safety standards receive constant and high-level attention at all the operations.

Plants: The ore from theses operations are sent to FS 1 Plant for processing. This plant, whichprocesses underground ore, waste rock and various surface accumulations, was commissioned in 1986and is a conventional CIP plant processing ore that has been milled by semi-autogenous grinding.Gold is recovered from the eluate solution using zinc precipitation and a precoat vacuum filter.The precipitate recovered from the filter is calcined and smelted to bullion.

     The following table sets forth processing capacity and average tons milled during the fiscal2008 for the FS 1 Plant:

     In fiscal 2008, FS 1 Plant recovered approximately 97% of the gold contained in the oredelivered for processing.

     Tons milled from the Tshepong shaft increased to 1,824,000 in fiscal 2007, compared with1,786,000 in fiscal 2006. Ounces sold were 318,887 in fiscal 2007, compared with 335,289 in fiscal2006. This decrease was attributable to the decrease in recovery grade to 0.175 in fiscal 2007,compared with 0.188 in fiscal 2006. The decrease in recovery grade was primarily due to decreasesin the shaft call factor, plant call factor and the average mining grade which was 1365 cmg/t infiscal 2007, compared to 1440 cmg/t in fiscal 2006, in line with the Life of Mine (LOM) profile.Industry standard practice in South Africa is to report drill results and cut-off grades forresource estimates in gold as thickness-grade values (cmg/t).

     Cash costs for the Tshepong shaft were U.S.$112 million in fiscal 2007, compared withU.S.$111 million in fiscal 2006. Cash costs per ounce were U.S.$351 in fiscal 2007, compared withU.S.$332 in fiscal 2006. This increase in unit cost was attributable primarily due to decrease inthe number of ounces of gold produced.

     Tons milled declined by 10% from 1,824, 000 tons in fiscal 2007 to 1,649,000 in fiscal 2008,with gold production decreasing by 14% from 318,887 ounces in fiscal 2007 to 273,119 ounces infiscal 2008. The decrease was attributable to the decrease in the recovery grade to 0.166 infiscal 2008, compared with 0.175 in fiscal 2007. The decrease in recovery grade was primarily dueto the decrease in the shaft call factor and the average mining grade which was 1275 cmg/t infiscal 2008, compared to 1365 cmg/t in fiscal 2007. The drop in the average mining grade is in linewith the Life of Mine profile. During fiscal 2007 the mining in the east south block was in themain high grade pay shoot and as we continued mining south during fiscal 2008 we where miningcloser to the edge of this high grade channel. The continuation of this channel will be mined oncethe sub66 and sub 71 decline is completed. Tshepong was hampered by a number of fires and seismicevents that significantly affected production in the first half of fiscal 2008. The cessation ofConops also resulted in lower production.

     Cash costs for the Tshepong shaft were U.S.$125 million in fiscal 2008, compared with U.S.$112million in fiscal 2007. Cash costs per ounce were U.S.$457 in fiscal 2008, compared with U.S.$351in fiscal 2007. This increase in unit cost is attributable primarily to decrease in the number ofounces of gold produced. Cash costs have increased by 11% in fiscal 2008, primarily due toincreases in the costs of labor and supplies and the effect of inflation on supply contracts.

     On a simplistic basis, assuming no additional reserves are identified, at expected productionlevels, it is foreseen that the reported proven and probable ore reserves of 26.0 million tons (4.6million ounces) will be sufficient for Tshepong to maintain underground production untilapproximately 2024. Any future changes to the assumptions upon which the ore reserves are based, aswell as any unforeseen events affecting production levels, could have a material effect on theexpected period of future operations.

     Capital Expenditure: We incurred approximately R195 million (U.S.$26.8 million) in capitalexpenditures at the Tshepong shaft in the fiscal 2008, primarily for the decline project andongoing development. We have budgeted R74.7 million (U.S.$10.3 million) for project capitalexpenditures in fiscal 2009. This capital includes R60.6 million (U.S.$8 million) for theadditional two levels 73 and 75 and B Reef exploration project of R10.8 million (U.S.$1.5million).

     The expected capacity of the Phakisa shaft will be 131,175 tons per month. Phakisa has no rockhoisting facilities and all rock will be transported via a Rail system on 55 level to the Nyalashaft for hoisting to surface. First production took place during October 2007, with a build up tofull production expected in the next two to three years.

     On a simplistic basis reported proven and probable underground ore reserves of 21.9 milliontons (5.3 million ounces) will be sufficient for the Phakisa shaft to, once production commence,maintain production until approximately fiscal 2030. Any future changes to the assumptions uponwhich the reserves are based, as well as any unforeseen events affecting production levels, couldhave a material effect on the expected period of future operations.

     Capital Expenditure: We incurred approximately R293 million (U.S.$40 million) in capitalexpenditures at the Phakisa operations in the fiscal year ended June 30, 2008. We have budgetedRand 330 million (U.S.$45 million) for capital expenditures in fiscal 2009, primarily for theestablishing and development of the shaft.

     Tons milled from the Bambanani shaft decreased to 1,283,000 in 2007 compared with 1,402,000 infiscal 2006. An underground fire in March 2007 resulted in production loss of 4,180 ounces infiscal 2007. Ounces sold were 197,060 in fiscal 2007, compared with 200,739 in fiscal 2006. Thedecrease in volumes was offset by an increase in the recovered grade, which increased from 0.143 infiscal 2006 to 0.154 in fiscal 2007.

     Cash costs for Bambanani were U.S.$586 in fiscal 2007, compared with U.S.$502 in fiscal 2006.The costs per ounce increased by 17% in fiscal 2007, due primarily to increases in the costs oflabor and supplies and the effect of inflation on supply contracts.

     Tons milled from the Bambanani shaft decreased to 912,000 in 2008 compared with 1,283,000 infiscal 2007. Ounces sold were 158,985 in fiscal 2008, compared with 197,060 in fiscal 2007. Thisdecrease was due to the restructuring of the shaft due to power constraints but was offset by abetter recovered grade, which increased from 0.154 in fiscal 2007 to 0.174 in fiscal 2008.

     Cash costs for Bambanani were U.S.$641 in fiscal 2008, compared with U.S.$586 in fiscal 2007.The costs per ounce increased by 9% in fiscal 2008, due to the slow start up after the collapsingof the old ore pass system and increases in the costs of labor and supplies and the effect ofinflation on supply contracts

     The rock hoisting capacity at Bambanani is 116,000 tons per month. The average tons milled infiscal 2008 was 76,000 tons per month due to the restructuring during the latter half of the fiscalyear. 46,000 tons per month are planned for fiscal 2009, offset by an increased recovered grade.

     On a simplistic basis, assuming no additional reserves are identified, at expected productionlevels, it is foreseen that the reported proven

and probable ore reserves of 4.2 million tons (1.2million ounces) will be sufficient for Bambanani to maintain underground production until approximately 2020. Any futurechanges to the assumptions upon which the ore reserves are based, as well as any unforeseen eventsaffecting production levels, could have a material effect on the expected period of futureoperations.

Capital Expenditure: We incurred approximately R107 million (U.S.$14.7 million) in capitalexpenditures at Bambanani in the fiscal 2008, primarily for ongoing development. We have budgetedR25.3 million (U.S.$3.5 million) for capital expenditures in fiscal 2009 for access development forthe shaft pillar extraction and R26.3 million (U.S.$3.6 million) for ongoing development.

Introduction: Doornkop is located in the Gauteng Province of South Africa, approximately thirtykilometers west of Johannesburg. The operation is owned by Randfontein Estates Limited(“Randfontein”). Doornkop currently operates under its own mining authorization of 2,941 hectares.Production is treated at the Doornkop plant.

History: We acquired this operation when Randfontein became a wholly-owned subsidiary duringcalendar year 2008.

Geology: These operations are situated in the West Rand Goldfield of the Witwatersrand Basin, thestructure of which is dominated by the Witpoortjie and Panvlakte Horst blocks, which aresuperimposed over broad folding associated with the southeast plunging West Rand Syncline.

     During the 2008 year the gathering of additional geological information from on-reefdevelopment and exploration drilling on the South Reef has increased our knowledge about thesedimentology and grade characteristics of this ore body. This new knowledge has been incorporatedinto a process whereby the geological depositional model has been extensively reviewed. This led toa change in the model from an original more channelized deposit to what we now see as being a moresheet-like deposit that was formed in a lower energy environment where the grade is distributedmore evenly across the ore body. This change resulted in an overall drop in the grade estimate ofthe South Reef. In practice, less selective mining would be taking place as a result and that wouldenable higher percentage extractions of the total ore body.

     There are six identified main reef groupings in the area: the Black Reef; the VentersdorpContact Reef; the Elsburg Formations; the Kimberleys; the Livingstone Reefs; and the South Reef.Within these, several economic reef horizons have been mined at depths below surface between 600and 1,260 meters.

     The reefs comprise fine to coarse grained pyritic mineralization within well developed thickquartz pebble conglomerates or narrow single pebble lags, which in certain instances are replacedby narrow carbon seams.

Mining Operations: These operations are subject to the underground mining risks detailed in theRisk Factors section. Due to the shallow to moderate depths of the operations, seismicity andpressure related problems are infrequent. There is a risk of subterranean water and/or gasintersections in some areas of the mines. However, this risk is mitigated by active and continuousmanagement and monitoring, which includes the drilling of boreholes in advance of faces. Wherewater and/or gas are indicated in the drilling, appropriate preventative action is taken.

     Currently, the Kimberley Reef is mined on the upper levels of the Doornkop Shaft between 900and 1,100 meters below surface. Most of this mining is taking place on channel edges, which resultsin sporadic high, but mostly low recovered grades. Mining from conventional sections of this reefceased during fiscal 2008 while the trackless section will continue for two years during thebuild-up phase of production from the South Reef. During fiscal 2008, production was suspended for18 days due to equipping relating to the Doornkop South Reef project. These overlapped with theEskom power shortages to some degree, and both had an impact on the production.

     The Doornkop South Reef Project was announced on January 22, 2003. The project involved thedeepening of the Doornkop main shaft to 1,973 meters to the South Reef, which lies between 1,650and 2,000 meters below surface, and includes development towards these mining areas. The estimatedfinal capital cost is R1.634 million (U.S.$224.8 million), with R956 million (U.S.$131.6 million)spent as of June 30, 2008.

     The most significant achievement for fiscal 2008 was the completion of the sinking operationsand equipping of winding plant compartments. The rock winder on surface was commissioned duringMarch 2008. The Rock winder compartments in the shaft will be equipped by January 2009. Milestonesfor fiscal 2008 included the completion of station development and water and rock storagefacilities

which willfacilitate the first years of production build-up to full production. Remaining work includes development of twoadditional silos, development to reef on 192, 197 and 202 levels and pump station commissioning inOctober 2008. Full production is expected in July 2012.

     During fiscal 2008, Doornkop accounted for 2% (2% in 2006 and 2007) of our total gold sales.

Safety: The safety record at these operations during fiscal 2008 was as follows: in terms of LTFRof 8.55 per million hours worked achieved at Doornkop compared favourably with the group average of12.83. The FFR (0.19) compared unfavorably with the group average of 0.18.

     Safety at the operations receives constant and high-level attention and where problems areidentified, steps are taken to address the situation.

Plants: The processing facilities presently comprises of one operating plant, the Doornkopmetallurgical plant, which is serviced by a surface rail network. The Doornkop metallurgical plant,commissioned in 1985, is a conventional CIP plant, which was used to treat waste rock and othersurface accumulations. It is now treating all ore from underground mining at the Doornkop and Cookeoperations.

The following table sets forth processing capacity and average tons milled during fiscal 2008 forthe Doornkop plant:

     In fiscal 2008, the Doornkop plant recovered approximately 95% of the gold contained in theore delivered for processing. During fiscal 2006, the Doornkop plant was upgraded and allunderground tons were moved from Cooke to Doornkop plant.

     Tons milled from Doornkop shaft were 597,000 in fiscal 2007, compared with 515,000 in fiscal2006. Mining continues in the old, upper areas of the mine on the Kimberley reef, while the SouthReef project is developed. Volumes increased, mainly as a result of flexibility created during theyear by increasing development of the orebody. Ounces sold were 57,364 in fiscal 2007, comparedwith 43,593 in fiscal 2006. This increase in ounces sold was primarily due to the increase inrecovered grade and additional tons milled. The recovered grade improved to 0.096 in fiscal 2007,compared with 0.085 in fiscal 2006.

     Cash costs per ounce of gold were U.S.$439 in fiscal 2007, compared with U.S.$558 in fiscal2006. This decrease was attributable primarily to the higher production volumes and the higherrecovered grade.

     Tons milled from Doornkop shaft were 494,000 in fiscal 2008, compared with 597,000 in fiscal2007. Volumes were negatively affected mainly as a result of an 18 day planned production stoppageto facilitate required shaft work and a reduction in volume at the conventional Kimberley miningsection due to low grades. The shaft work was related to the South Reef project sinking program. Inaddition three days were lost to the industry through the Eskom power management process. Ouncessold were 44,143 in fiscal 2008, compared 57,364 in fiscal 2007.

The decrease in ounces sold wasprimarily due to the lower recovery grade and decrease in tons milled. The recovered grade deteriorated to 0.089 in fiscal 2008, compared with 0.096 infiscal 2007, due to the depletion of higher grade reserves in the Kimberley reef section of themine. The conventional mining sections of this reef mined in the channel edge areas and productionwas stopped during June 2008. Production from trackless areas will continue during the build-upphase of mining from the project South Reef areas

     Cash costs per ounce of gold were U.S.$703 in fiscal 2008, compared with U.S.$439 in fiscal2007. This increase was attributable primarily to the lower production volumes and industry widecost increases. It was also adversely influenced by the movement out of Capital areas intoproduction areas which resulted in costs previously incurred as capital expenditure, now beingspent as operational costs.

     The hoisting capacity of the Doornkop shaft is 185,000 tons per month. The average tons milledin fiscal 2008 were 41,166 tons per month.

     On a simplistic basis, assuming no additional reserves are identified, at expected productionlevels, it is foreseen that the reported proven and probable ore reserves of 1.5 million tons (0.2million ounces) will be sufficient for the Doornkop shaft to maintain production untilapproximately fiscal 2019. Any future changes to the assumptions upon which the reserves are based,as well as any unforeseen events affecting production levels, could have a material effect on theexpected period of future operations.

Capital Expenditure: We incurred approximately R349 million (U.S.$48.0 million) in capitalexpenditures in fiscal 2008 at Doornkop, primarily for the shaft completion & equipping, supportinginfrastructure and development. We have budgeted R271.2 million (U.S.$37.3 million) for capitalexpenditures at the Doornkop South Reef project in fiscal 2009.

Introduction: Elandsrand is located near Carletonville in the North West province of South Africa.The assets and associated liabilities were purchased during fiscal 2001 for approximatelyR1 billion (U.S.$128.4 million) from Anglogold. Production from the operation is treated at theElandskraal plant.

History: Gold mining began at Elandsrand in 1978 following approval of the project in 1974 byElandsrand Gold Mining Company. Two surface shafts and two adjoining sub-vertical shafts were sunkat Elandsrand. The sub-vertical shafts at Elandsrand, which accessed the deeper part of the VCRreef in the lease area, were completed in 1984. The deepening of the sub-vertical shafts toapproximately 3,600 meters below surface, has been completed. Activities are currently focused onaccessing and opening up areas of the new mine and on the development and construction of supportinfrastructure.

Geology: Elandsrand contains three identified main reef groupings, the Ventersdorp Contact Reef, orVCR, the Carbon Leader Reef, or CLR and the Mondeor Reef. Only the VCR is economic to mine and hasbeen mined at depths below surface between 1,600 and 2,800 meters with future production to takeplace up to 3,600 meters below surface at the Elandsrand operations. The VCR and CLR consist ofnarrow (20 centimeters to 2 meters) tabular orebodies of quartz pebble conglomerates hosting gold,with extreme lateral continuity.

     At the Elandsrand operation, the vertical separation between the VCR and CLR increases east towest from 900 meters to 1,300 meters as a result of the relative angle of the VCR unconformitysurface to the regional stratigraphic strike and dip. The CLR strikes west-southwest and dips tothe south at 25 degrees. The VCR strikes east-northeast and has a regional dip of 21 degrees to thesouth-southeast. Local variations in dip are largely due to the terrace-and-slope palaeotopographysurface developed during VCR deposition.

     Mining Operations: The Elandsrand mine is subject to the underground mining risks detailed inthe Risk Factors section.

     The Elandsrand mine, a mature mine with a declining production profile, has the challenge of anew mine being developed underneath the old mine. The implementation of Conops between August 2004and February 2005 improved production. However, after an assessment done during fiscal 2008, Conopswas stopped during February 2008. The operation is still hampered by the lack of flexibility, anissue that will be addressed by the full commissioning of the new mine. Due to the operating depthsof the Elandsrand underground operations, seismicity and high rock stress are significant risks atthe mine. We regularly review our mining strategy and management procedures at all of miningoperations in our efforts to mitigate these risks. The primary challenges facing the Elandsrandoperations are the lowering of working costs, increasing mining flexibility, controlling capitalexpenditure and the timely completion of the Elandsrand New Mine by fiscal 2010.

     Capital development on three levels of the New Mine has been completed and these levels areproducing 54% of the total ounces from the Mine. Ongoing development is taking place in botheasterly and westerly directions on these levels. Access development delays on two other levelsresulted from slow progress of the access haulages through the Cobra Dyke.

During 2008, further progress was made with the project, notably:

     The project is expected to be completed by fiscal 2010 and is expected to have a life of mineof 20 years. From the inception of the project through the end of fiscal 2008, R776 million(U.S.$106.8 million) has been expended. A further R228 million (U.S.$31.4 million) has beenbudgeted to complete the project.

     In October 2, 2007, an incident occurred at the Elandsrand operation involving a compressedpipe column which broke off below the shaft surface bank and fell to the bottom of the men — and -material shaft, causing extensive damage to the shaft steel work and electrical cables. Theincident resulted in 3,000 workers being stranded underground for more than 30 hours. Miningoperations were temporarily suspended for 42 days to allow for repairs to be conducted in theshaft. On November 16, 2007, we announced that a tripartite team, consisting of management, unionsand the Department of Minerals and Energy had found the shaft to be in good working condition.Elandsrand mine was brought back into operation on November 19, 2007 after it followedprecautionary safety procedures during the start up of underground workings. Management presentedits findings of the investigation to the DME relating to the pipe failure, emergency power, waterand evacuation services and procedures, as well as the impact of Conops on maintenance. While theemergency services were found to be acceptable, we have revised our emergency procedures and are inthe process of completing a new Code of Practice relating to emergency preparedness. Conditions inthe working places, following a 42 day period during which no production took place, were found tobe better than expected. Production at Elandsrand has resumed, and the shaft was back in fullproduction in December 2007.

     In fiscal 2008, our Elandsrand operations accounted for approximately 8% (8% in fiscal years2007 and 2006) of our total gold sales.

Safety: During fiscal 2008, the safety record at the Elandsrand mine in terms of lost timefrequency rate 18.49 per million hours worked compared unfavourably with the group average of12.83. Significant work was done to address the seismic risk described above and the fatalityfrequency rate (0.08) returned to a more consistent ratio with the group average of 0.18 forunderground operations. Safety standards from our other operations are being applied at Elandsrandand receive constant and high-level attention.

Plants: Commissioned in 1978, the Elandsrand Plant has milling in closed circuit with primary andsecondary hydrocyclones, secondary ball milling in closed circuit with hydrocyclones, thickeningand cyanide leaching in a CIP pump cell carousel circuit. The CIP was commissioned after an upgradeof the facility in 1999. Loaded carbon from the Elandsrand Plant is transported by road to theCentral Plant at Virginia for elution, electro-winning and smelting to produce gold. Residues fromthe CIP are pumped either to a backfill plant or directly to the tailings facility. Ore fromElandsrand underground operations are delivered to the plant for treatment via conveyor belt afterbeing hoisted from underground. Due to a high percentage of freegold, a gravity concentrationcircuit is used to extract a large percentage of the gold. The sludge from this concentrator isthen transported by air to the Target Plant for extraction and smelting.

     The following table sets forth processing capacity and average tons milled during fiscal 2008for the plant:

     In fiscal 2008, the Elandsrand Plant recovered approximately 96.31% of the gold contained inthe ore delivered for processing.

     Tons milled from the Elandsrand shaft were 1,117,000 in fiscal 2007, compared with 987,000 infiscal 2006. Ounces sold increased to 194,710 in fiscal 2007, compared with 170,867 in fiscal 2006as a result of the increased volumes in production. Mining continues in the old, upper areas of themine, while the new mine project is completed. Recovered grades increased during fiscal 2007,resulting in an average of 0.174 in fiscal 2007, compared to the average of 0.173 in fiscal 2006.

     The increase in labor rates and inflation were the main contributors to the increase in cashcost from U.S.$523 per ounce in fiscal 2006 to U.S.$527 per ounce in fiscal 2007.

     Tons milled from the Elandsrand shaft were 981,000 in fiscal 2008, compared with 1,117,000 infiscal 2007, and ounces sold were 158,631 in fiscal 2008, compared with 194,710 in fiscal 2007.Volumes were negatively affected, mainly as a result of days lost to the shaft accident, namely 42,and the continued lack of flexibility in face length to deal with erratic face grades andseismicity. The recovered grade declined during fiscal 2008 as a result of higher channel widths onthe Western section of the mine, as well as a delay in starting up some of the higher grade areas,due to it taking longer than expected to bring the environmental conditions within standard indeeper mining areas, after the shaft incident in October 2007.

     The increase in labor rates and inflation were the main contributors to the increase in cashcost from U.S.$527 per ounce in fiscal 2007 to U.S.$652 per ounce in fiscal 2008. Costs per ouncehave increased in fiscal 2008 by 24%, due primarily to the reduced ounces as a result of the shaftincident causing the mine to stand for 42 days. Increases in the costs of labor and supplies,especially steel and the effect of inflation on supply contracts further contributed to theincrease in cash cost. Electricity increases in excess of current inflation also negativelyimpacted on costs.