Harmony Gold: Gold Fields' Management Is Attempting to Force Through the IAMGold Vote Against the Wishes of Shareholders

Harmony Gold: Gold Fields' Management Is Attempting to Force
Through the IAMGold Vote Against the Wishes of Shareholders
Gold Fields Showing Disregard of Corporate Governance Best Practices



JOHANNESBURG, South Africa, Dec. 6  /PRNewswire-FirstCall/ -- Harmony Gold
(NYSE: HMY; JSE: "HAR") notes today's ruling by the Witwatersrand Local
Division of the High Court of South Africa.  The judge ruled that a final
interdict is not appropriate at this stage as Harmony has alternative remedies
available to it.  In summary, Harmony can reapply to court following the result
of the vote on the proposed IAMGold transaction, at which point it will be
clear whether or not the discretionary proxy was material to the outcome.

At the request of the judge, Gold Fields undertook, in court, to disclose
promptly:

   (i)  the votes for and against the IAMGold resolutions; and
  (ii)  the number of votes represented by the disputed discretionary proxy
        obtained by Gold Fields' management from the Bank of New York.



Harmony remains firmly of the view that Gold Fields' management has failed to
honour the requirements of Gold Fields' contract with its depository bank, the
Bank of New York, to give notice of substantial opposition to the proposed
IAMGold transaction.  In Harmony's opinion, Gold Fields' management has done
this solely in order to obtain a discretionary proxy in respect of, according
to Harmony's calculations, approximately 10% of Gold Fields shares, which,
Harmony believes, Gold Fields' management intends to vote in favour of the
proposed IAMGold transaction, against the wishes of Gold Fields shareholders.

In addition, based on public statements, Harmony understands that Gold Fields'
management intends to attempt to refuse to recognise Harmony's approximately
11.8% holding in Gold Fields, despite the fact that, in Harmony's view, Harmony
is fully entitled to vote those shares.

Harmony firmly believes that this is one of the worst examples in recent years
of corporate governance abuse, in that Gold Fields' management is attempting to
force through the proposed IAMGold transaction to serve its own interests
rather than those of shareholders.  In Harmony's view, this is wholly
consistent with Gold Fields' management's behaviour to date, which has been
focused on a series of expensive legal challenges to Harmony's offers aimed
solely at removing Gold Fields shareholders' ability to decide on the merits of
Harmony's offers for themselves.

Harmony can confirm that, in the event that Gold Fields' management succeeds in
forcing through the resolutions in respect of the proposed IAMGold transaction
by voting the discretionary proxy and/or ignoring Harmony's votes, Harmony will
apply for an interdict to prevent the implementation of the proposed IAMGold
transaction.

Gold Fields shareholders should be aware that, in the event that Gold Fields'
management succeeds in forcing through the resolutions in respect of the
proposed IAMGold transaction, it will, in Harmony's view, be attempting to
implement a transaction that is both contrary to the wishes of the majority of
its shareholder base and that is, in Harmony's view, ultimately unsustainable.

"We are surprised by Gold Fields' behaviour since we are aware that over 40% of
Gold Fields shareholders oppose the proposed IAMGold transaction, including
Gold Fields' three largest shareholders.  We find it impossible to believe that
Gold Fields' management does not consider that this represents substantial
opposition.  We firmly believe that, in attempting to force through the
proposed IAMGold transaction against the wishes of Gold Fields shareholders,
Gold Fields' management is committing one of the most blatant breaches of
corporate governance best practice in recent years.  In our view, Gold Fields'
management, in a desperate attempt to secure its own position, is blatantly
disregarding the interests of its own shareholders and is seriously damaging
South Africa in the eyes of the world. Irrespective of one's views on the
proposed IAMGold transaction, all Gold Fields shareholders should be rejecting
this outrageous behaviour by management." said CE Bernard Swanepoel.

  Issued by (direct line, mobile, email):

  Harmony Gold
   Ferdi Dippenaar   [phone]   [phone]
   Corne Bobbert     [phone]   [phone]

  United States - Financial Dynamics Business Communications
   Hollis Rafkin-Sax [phone]   [phone] 
   Torie Pennington  [phone]   [phone] 

  South Africa - Beachhead Media & Investor Relations
   Jennifer Cohen    [phone]   [phone]   
   Patrick Lawlor    [phone]   [phone]    

  United Kingdom - Financial Dynamics Business Communications
   Nic Bennett       [phone] [phone]    
   Charles Watenphul [phone] [phone]
                                                    

  US Information Agent - MacKenzie Partners, Inc
   Daniel Burch         [phone]            
   Steve Balet          [phone]



Unless the context otherwise requires, the definitions contained in the offer
document or the registration statement sent to Gold Fields shareholders have
the same meaning in this announcement.

In connection with the proposed merger, Harmony has filed with the U.S.
Securities and Exchange Commission ("SEC"), a registration statement on Form
F-4, which includes a preliminary prospectus and related exchange offer
materials, to register the Harmony ordinary shares (including Harmony ordinary
shares represented by Harmony ADSs) to be issued in exchange for the remainder
of Gold Fields ordinary shares held by Gold Fields shareholders resident in the
United States and for Gold Fields ADSs held by Gold Fields shareholders
wherever resident, as well as a Statement on Schedule TO.  Investors and
holders of Gold Fields securities are strongly advised to read the registration
statement and the preliminary prospectus, the related exchange offer materials
and the final prospectus (when available), the Statement on Schedule TO and any
other relevant documents filed with the SEC, as well as any amendments and
supplements to those documents, because they contain important information. 
Investors and holders of Gold Fields securities may obtain free copies of the
registration statement, the preliminary and final prospectus (when available)
and related exchange offer materials and the Statement on Schedule TO, as well
as other relevant documents filed or to be filed with the SEC, at the SEC's web
site at http://www.sec.gov/.  The preliminary prospectus and other
transaction-related documents may be obtained for free from MacKenzie Partners,
Inc., the information agent for the U.S. offer, at the following address: 105
Madison Avenue, New York, New York 10016; telephone [phone] (call
collect) or 1 800 322 2885 (toll-free call); e-mail .

This communication is for information purposes only.  It shall not constitute
an offer to purchase or exchange or the solicitation of an offer to sell or
exchange any securities of Gold Fields or an offer to sell or exchange or the
solicitation of an offer to buy or exchange any securities of Harmony in the
US, nor shall there be any sale or exchange of securities in any jurisdiction
in which such offer, solicitation or sale or exchange would be unlawful prior
to the registration or qualification under the laws of such jurisdiction.  The
distribution of this communication may, in some countries, be restricted by law
or regulation.  Accordingly, persons who come into possession of this document
should inform themselves of and observe these restrictions.  The solicitation
of offers to buy Gold Fields ordinary shares (including Gold Fields ordinary
shares represented by Gold Fields ADSs) in the US will only be made pursuant to
a prospectus and related offer materials that Harmony has sent to holders of
Gold Fields securities.  The Harmony ordinary shares (including Harmony
ordinary shares represented by Harmony ADSs) may not be sold, nor may offers to
buy be accepted, in the US prior to the time the registration statement becomes
effective.  No offering of securities shall be made in the US except by means
of a prospectus meeting the requirements of Section 10 of the United States
Securities Act of 1933, as amended.

Forward-looking Statements

Statements in this announcement include "forward-looking statements" that
express or imply expectations of future events or results.  Forward-looking
statements are statements that are not historical facts.  These statements
include financial projections and estimates and their underlying assumptions,
statements regarding plans, objectives and expectations with respect to future
operations, products and services, and statements regarding future performance.
 Forward-looking statements are generally identified by the words "expect,"
"anticipates," "believes," "intends," "estimates" and similar expressions.  All
forward-looking statements involve a number of risks, uncertainties and other
factors, and Harmony cannot give assurances that such statements will prove to
be correct.  Risks, uncertainties and other factors that could cause actual
events or results to differ from those expressed or implied by the
forward-looking statements include, without limitation, the satisfaction of
closing conditions, the acceptance or rejection of any agreement by regulators,
delays in the regulatory processes, changes in the economic or political
situation in South Africa, the European Union, the US and/or any other relevant
jurisdiction, changes in the gold industry within any such country or area or
worldwide and the performance of (and cost savings realised by) Harmony. 
Although Harmony's management believes that the expectations reflected in such
forward-looking statements are reasonable, investors and holders of Gold Fields
securities are cautioned that forward- looking information and statements are
subject to various risks and uncertainties, many of which are difficult to
predict and generally beyond the control of Harmony, that could cause actual
results and developments to differ materially from those expressed in, or
implied or projected by, the forward- looking information and statements. 
These risks and uncertainties include those discussed or identified in the
public filings with the SEC made by Harmony and Gold Fields, including those
listed under "Cautionary Statement Concerning Forward-Looking Statements" and
"Risk Factors" in the preliminary prospectus included in the registration
statement on Form F-4 that Harmony has filed with the SEC.  Harmony does not
undertake any obligation to update any forward-looking information or
statements. You may obtain a free copy of the registration statement and
preliminary and final prospectus (when available) and other public documents
filed with the SEC in the manner described above.

The directors of Harmony accept responsibility for the information contained in
this announcement.  To the best of the knowledge and belief of the directors of
Harmony (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information. 

DATASOURCE: Harmony Gold



CONTACT:  Harmony Gold, Ferdi Dippenaar, [phone], cell, +27-82-

807-3684, or Corne Bobbert, [phone], cell, [phone]; or United

States - Financial Dynamics Business Communications, Hollis Rafkin-Sax, +1-

212-850-5789, or cell, [phone], or , or Torie

Pennington, [phone], cell, [phone], or ;

or South Africa - Beachhead Media & Investor Relations, Jennifer Cohen, +27-

11-214-2401, cell, [phone], or , or Patrick Lawlor,

[phone], cell, [phone], or ; or United

Kingdom - Financial Dynamics Business Communications, Nic Bennett, +44-207-

269-7115, cell, [phone], or , or Charles Watenphul,

[phone], cell, [phone], or ; or

US Information Agent - MacKenzie Partners, Inc, Daniel Burch, [phone],

or , or Steve Balet, [phone]

Copyright