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Harmony - Overwhelming rejection of the proposed IAMGold transaction

Release Date: 07/12/2004 16:21:01      Code(s): HAR
Harmony - Overwhelming rejection of the proposed IAMGold transaction            
Harmony Gold Mining Company Limited                                             
(Incorporated in the Republic of South Africa)                                  
(Registration number 1950/038232/06)                                            
Share code: HAR     ISIN: ZAE000015228                                          
("Harmony")                                                                     
7 December 2004                                                                 
Overwhelming rejection of the proposed IAMGold transaction                      
Harmony calls for recommendation of the proposed merger                         
Harmony welcomes the rejection by Gold Fields shareholders of the resolutions   
proposed in relation to the now defeated IAMGold transaction.  This was achieved
despite the attempt by Gold Fields" management to force through the IAMGold     
resolutions by:                                                                 
-    failing to honour the provisions of Gold Fields" contract with its         
     depository bank, the Bank of New York, to give notice of the substantial   
opposition to the proposed IAMGold transaction; and                        
-    refusing to recognise Harmony"s holding of approximately 11.8% in Gold     
     Fields.                                                                    
Harmony considers that this result represents a decisive rejection of the       
corporate strategy that Gold Fields" management has put before its shareholders 
and is therefore an overwhelming vote of no confidence in Gold Fields"          
management.                                                                     
Harmony believes that Gold Fields" management should now abandon its ill-       
conceived defence, 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 urges Gold Fields" management to enter into discussions aimed at        
reaching agreement on the terms of a recommended merger between Harmony and Gold
Fields.                                                                         
CE Bernard Swanepoel said:                                                      
"Gold Fields shareholders have now spoken.  With this behind us, we now look    
forward to engaging with Gold Fields" management to agree the terms of a        
recommended merger of our two companies.                                        
This will remove the uncertainty currently in the market, allowing our shares to
return to their true underlying value and will create the world"s premier gold  
mining company, a must-have investment for gold and non-gold investors alike."  
ENDS                                                                            
Issued by (direct line, mobile, email):                                         
Harmony Gold                                                                    
Ferdi Dippenaar     +27 11 684 0140     +27 82 807 3684                         
Corne Bobbert       +27 11 684 0146     +27 83 380 6614                         
South Africa - Beachhead Media & Investor Relations                             
Jennifer Cohen +27 11 214 2401     +27 82 468 6469     jennifer@bmsa.co.za      
Patrick Lawlor      +27 11 214 2410     +27 82 459 6709     patrick@bmsa.co.za  
United States - Financial Dynamics Business Communications                      
Hollis Rafkin-Sax   +1 212 850 5789     +1 917 509 0255    hrafkin-sax@fd-us.com
Torie Pennington    +1 212 850 5629     +1 917 838 1369    tpennington@fd-us.com
United Kingdom - Financial Dynamics Business Communications                     
Nic Bennett         +44 207 269 7115    +44 7979 536 619      nic.bennett@fd.com
Charles Watenphul   +44 207 269 7216    +44 7866 438 013                        
charles.watenphul@fd.com                                                        
US Information Agent - MacKenzie Partners, Inc                                  
Daniel Burch        +212 929 5500                proxy@mackenziepartners.com    
Steve Balet         +800 322 2885                                               
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 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 1 212 929 5500 (call collect) or 1 800 322 2885 (toll-free call); e-  
mail proxy@mackenziepartners.com.                                               
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.     
Date: 07/12/2004 04:21:08 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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