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Harmony- Proposed Merger Jeopardised After Competition Tribunal Pre-Hearing

Release Date: 25/02/2005 17:53:33      Code(s): HAR
Harmony- Proposed Merger Jeopardised After Competition Tribunal Pre-Hearing     
Harmony Gold Mining Company Limited                                             
Share code:    HAR                                                              
Isin:          ZAE000015228                                                     
25 February 2005                                                                
Proposed merger jeopardised after Competition Tribunal pre-hearing              
Harmony confirmed today that the Competition Tribunal set dates to hear         
submissions with regard to Harmony"s proposed merger with Gold Fields.  Harmony 
requested that the hearing be held as soon as possible with Advocate David      
Unterhalter requesting that the proceedings have some regard for commercial     
reality.                                                                        
However the Competition Tribunal has decided that the matter should not be heard
until the 3rd, 4th, 5th and 6th May which may mean that Harmony"s subsequent    
offer will lapse on 18 March unless the SRP consents to a further extension of  
the time period for the obtaining of South African Competition Authority        
approval.                                                                       
In addition, this decision also jeopardises the status of the entire offer      
because of the proximity of these dates to the expiry on 20 May 2005 of         
Norilsk"s irrevocable undertaking to Harmony to tender into Harmony"s subsequent
offer.                                                                          
Commenting on the decision, Harmony CE, Bernard Swanepoel said, "Obviously we   
are surprised and disappointed that the Tribunal cannot see a way to hold these 
hearings earlier. Many Gold Fields shareholders will be unwilling to tender into
the subsequent offer with this remaining condition hanging over it. We will be  
engaging in discussions with Norilsk over this development but we have no       
guarantee that Norilsk"s undertaking will be extended.                          
"Throughout the offer Gold Fields management has spent considerable amounts of  
Gold Fields shareholders" money on legal actions aimed solely at depriving its  
own shareholders of the opportunity to decide for themselves on Harmony"s       
offers.                                                                         
"While we are working with our own advisers to provide Gold Fields shareholders 
with the right to decide, it is clear that the timing of the hearing is not in  
the interests of Gold Fields shareholders.                                      
"We still believe that our proposal to merge the companies will extend the lives
of Gold Fields" mines, provide the necessary consolidation for the industry and 
create significant value for both sets of shareholders."                        
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                                               
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.                                             
The directors certify that, to the best of their knowledge and belief, no facts 
have been omitted that would make any statement in this announcement false or   
misleading and have made all reasonable enquiries to ascertain such facts.      
Date: 25/02/2005 05:53:56 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                                             
                                                                                
                                                                                
                                                                                



                                        
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