SC TO-T

As filed with the Securities and Exchange Commission on October 21, 2004

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) of the Securities

Exchange Act of 1934

GOLD FIELDS LIMITED

(Name of Subject Company (issuer))

HARMONY GOLD MINING COMPANY LIMITED

(Name of Filing Person (offeror))

Ordinary Shares,

nominal value Rand 0.50 per share

(Title of Class of Securities)

38059R100

(CUSIP Number of Class of Securities)

American Depositary Shares

(each representing one Ordinary Share)

(Title of Class of Securities)

38059T106

(CUSIP Number of Class of Securities)

Marian van der Walt

Suite No. 1

Private Bag X1

Melrose Arch, 2076

South Africa

Tel: 011-27-11-684-0140

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

Steven N. Robinson Hogan & Hartson LLP Columbia Square 555 Thirteenth Street, N.W. Washington, DC 20004-1109 (202) 637-5600 Elizabeth L. Katkin John M. Basnage Hogan & Hartson One Angel Court London EC2R 7HJ United Kingdom 011-44-20-7367-0200

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
U.S.$2,817,155,321	U.S.$356,933.58

(1) Estimated for purposes of calculating the amount of the filing fee only. Calculated based on (1) the purchase of the maximum number of ordinary shares subject to the offer (which is 80,913,530) at a price of R83.14 per ordinary share converted into U.S. dollars at the rate of R6.4475 = U.S.$1.00, the Federal Reserve Bank of New York noon buying rate on October 15, 2004 and (2) the purchase of the maximum number of American depositary shares (which is 137,788,354) at a price of U.S.$12.85, the average of the high and low sales prices of Gold Fields American depositary shares reported on the New York Stock Exchange on October 15, 2004.

(2) The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended.

þ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Form F-4 Registration Statement filed October 21, 2004.

¨ Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

þ third party tender offer subject to Rule 14d-1

¨ issuer tender offer subject to Rule 13e-4

¨ going-private transaction subject to Rule 13e-3

¨ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed with the United States Securities and Exchange Commission (“SEC”) by Harmony Gold Mining Company Limited, a corporation organized under the laws of the Republic of South Africa, in connection with Harmony’s offer to acquire (1) 34.9% of the ordinary shares, nominal value Rand 0.50 per share, of Gold Fields Limited, a corporation organized under the laws of the Republic of South Africa, that are held by holders who are located in the United States and (2) 34.9% of the American Depositary Shares of Gold Fields (each an “Gold Fields ADS”, and each Gold Fields ADS representing one Gold Fields ordinary share), held by holders wherever located. This offer is being made on the terms and subject to the conditions set forth in the Prospectus, dated October 21, 2004 (the “Prospectus”) attached hereto as Exhibit (a)(4) and incorporated herein by reference, and the related ADS Letter of Transmittal and Form of Acceptance attached hereto as Exhibits (a)(1)(i) and (a)(1)(vi), respectively, and incorporated herein by reference (collectively, the “U.S. Offer”). Concurrently with the U.S. Offer, Harmony is also making, on substantially similar terms and subject to the same conditions, a South African offer (the “South African Offer”) open to all holders of Gold Fields ordinary shares who are located in South Africa and to holders of Gold Fields ordinary shares who are located outside of South Africa and the United States, if, pursuant to local laws and regulations applicable to such holders, they are permitted to participate in the South African Offer. Together, the U.S. Offer and the South African Offer are being made for 34.9% of the outstanding ordinary shares of Gold Fields, including Gold Fields ordinary shares represented by Gold Fields ADSs.

Items 1 through 11.

As permitted by General Instruction F to Schedule TO, all of the information in the Prospectus, attached hereto as Exhibit (a)(4), and the related ADS Letter of Transmittal and Form of Acceptance, attached hereto as Exhibits (a)(1)(i) and (a)(1)(vi), respectively, and any amendment or supplement thereto related to the U.S. Offer hereafter filed with the SEC by Harmony, is hereby incorporated herein by reference in answer to Items 1 through 11 of this Schedule TO.

Items 12. Exhibits

(a)(1)(i)	ADS Letter of Transmittal (Gold Fields ADSs) (Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form F-4, filed on October 21, 2004 (“the 2004 Form F-4”))
(a)(1)(ii)	Notice of Guaranteed Delivery (Gold Fields ADSs) (Incorporated by reference to Exhibit 99.2 to the 2004 Form F-4)
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Gold Fields ADSs) (Incorporated by reference to Exhibit 99.3 to the 2004 Form F-4)
(a)(1)(iv)	Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (Gold Fields ADSs) (Incorporated by reference to Exhibit 99.4 to the 2004 Form F-4)
(a)(1)(v)	Guidelines for Certification of Taxpayer Indemnification Number on Substitute Form W-9 (Incorporated by reference to Exhibit 99.5 to the 2004 Form F-4)
(a)(1)(vi)	Form of Acceptance (Gold Fields Ordinary Shares) (Incorporated by reference to Exhibit 99.6 to the 2004 Form F-4)
(a)(1)(vii)	Technical Notice to South African Financial Intermediaries and U.S. Custodians (Gold Fields ordinary shares) (Incorporated by reference to Exhibit 99.7 to the 2004 Form F-4)
(a)(1)(viii)	Letter to Clients from Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (Gold Fields ordinary shares) (Incorporated by reference to Exhibit 99.8 to the 2004 Form F-4)

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(a)(2)	None
(a)(3)	None
(a)(4)	Prospectus, dated October 21, 2004 (Incorporated by reference to the 2004 Form F-4)
(a)(5)(i)	Press release announcing the offer for Gold Fields, dated October 18, 2004 (incorporated herein by reference to the filings made by Harmony pursuant to Rule 425 and on Form 6–K on October 18, 2004)
(a)(5)(ii)	Press release announcing the offer for Gold Fields, dated October 18, 2004 (incorporated herein by reference to the filings made by Harmony pursuant to Rule 425 and on Form 6-K on October 18, 2004)
(a)(5)(iii)	Press release announcing the offer for Gold Fields, dated October 18, 2004 (incorporated herein by reference to the filings made by Harmony pursuant to Rule 425 and on Form 6–K on October 18, 2004)
(a)(5)(iv)	Slide presentation filed by Harmony (incorporated herein by reference to the filing made by Harmony pursuant to Rule 425 on October 18, 2004)
(a)(5)(v)	Conference call transcript, first made publicly available on October 19, 2004 (incorporated herein by reference to the filings made by Harmony pursuant to Rule 425 and on Form 6-K on October 19, 2004)
(a)(5)(vi)	Slide presentation filed by Harmony (incorporated by reference to the filing made by Harmony pursuant to Rule 425 on October 20, 2004)
(a)(5)(vii)	Text of newspaper advertisement, dated October 21, 2004, and published in the Wall Street Journal
(b)	None
(c)	None
(d)	Irrevocable undertaking, dated October 16, 2004, by and among Harmony and MMC Norilsk Nickel*
(e)	None
(f)	None
(g)	None

Item 13. Information Required by Schedule 13e-3.

Not applicable.

* To be filed by amendment.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

HARMONY GOLD MINING COMPANY LIMITED
By:	/s/ Zacharias Bernardus Swanepoel
	Name: Zacharias Bernardus Swanepoel Title: Chief Executive Officer

October 21, 2004

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EX-1.(I)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain about the U.S. offer or about the action you should take, you are recommended to seek your own personal financial advice immediately from an appropriately authorized independent professional advisor.

If you have sold or otherwise transferred any of your registered holdings of Gold Fields American depositary shares, please pass a copy of this document dated October 21, 2004 (the “prospectus”), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, the U.S. offer is not being made directly or indirectly in any jurisdiction where prohibited by applicable law, and such documents should not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law by any means whatsoever, including, without limitation, mail, facsimile, transmission, telex or telephone.

ADS LETTER OF TRANSMITTAL

To Tender American Depositary Shares

of

GOLD FIELDS LIMITED

(CUSIP:38059T106; ISIN:CAE000018123)

Pursuant to the U.S. Offer to Exchange

by

HARMONY GOLD MINING COMPANY LIMITED

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 A.M., NEW YORK CITY TIME, ON NOVEMBER 26, 2004, UNLESS IT IS EXTENDED OR WITHDRAWN PRIOR TO THAT TIME.

The U.S. ADS Exchange Agent for the U.S. Offer is:

THE BANK OF NEW YORK

By Mail:	By Hand or Overnight Delivery:
The Bank of New York	The Bank of New York
Gold Fields Exchange	Gold Fields Exchange
Tender & Exchange Department	Tender & Exchange Department
P.O. Box 859208	161 Bay State Street
Braintree, MA 02185-9208	Braintree, MA 02185

For Notice of Guaranteed Delivery:

(Eligible Institutions only)

Facsimile Transmission:

+1 (212) 815 6433

To confirm Facsimile Transmission Only:

+1 (212) 815 6212

DELIVERY OF THIS ADS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS ADS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED BELOW.

THE INSTRUCTIONS ACCOMPANYING THIS ADS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS ADS LETTER OF TRANSMITTAL IS COMPLETED.

DESCRIPTION OF GOLD FIELDS AMERICAN DEPOSITARY SHARES (ADSs) TENDERED

Names(s) & Address(es) of Registered Owner(s) (Please fill in, if blank, exactly as name(s) appear(s) on certificate(s))	Gold Fields ADS(s) Tendered (Attach Additional Signed List, if Necessary)
	Certificate Number(s)*	Total Number of ADSs Represented by Certificate(s)*	Number of ADS(s) Tendered**
		Total Certificated ADSs Tendered
		Total Book ADSs Tendered
		Total ADSs Tendered

* Certificate numbers are not required if tender is made by book-entry transfer.

** If you desire to tender fewer than all Gold Fields ADSs represented by any certificate listed above, please indicate in this column the number of Gold Fields ADSs you wish to tender. Otherwise, all Gold Fields ADSs represented by such certificate will be deemed to have been tendered. See

Instruction 4.

IF ANY OF THE CERTIFICATES REPRESENTING GOLD FIELDS ADSs THAT YOU OWN HAVE BEEN LOST, DESTROYED OR MUTILATED, PLEASE FOLLOW THE PROCEDURES SET FORTH IN INSTRUCTION 10.

This ADS letter of transmittal is to be completed by holders of American depositary shares (“ADSs”) of Gold Fields Limited, a South African company, if (i) American depositary receipts (“ADRs”) representing the Gold Fields ADSs are to be forwarded herewith or (ii) unless an agent’s message is utilized, delivery is to be made by book-entry transfer to the U.S. ADS exchange agent’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures described in the prospectus dated October 21, 2004 (the “prospectus”), under “The Offer — Procedures for Tendering Gold Fields ADSs — Gold Fields ADSs held in book-entry form”. Delivery of documents to the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures does not constitute delivery to the U.S. ADS exchange agent. See Instruction 2.

Holders whose Gold Fields ADSs are not immediately available or who cannot deliver the ADRs evidencing their Gold Fields ADSs and all other documents required hereby to the U.S. ADS exchange agent by the expiration date of the U.S. offer (as defined below), or who cannot comply with the book-entry transfer procedures on a timely basis, may nevertheless tender their Gold Fields ADSs pursuant to the guaranteed delivery procedures described in the prospectus under “The Offer — Procedures for Tendering Gold Fields ADSs — Guaranteed delivery”.

Acceptance of the U.S. offer in respect of Gold Fields ordinary shares (except insofar as they are represented by Gold Fields ADSs) cannot be made by means of this ADS letter of transmittal. If you directly hold Gold Fields ordinary shares, you may obtain a form of acceptance from MacKenzie Partners, Inc., the information agent, or contact your South African financial intermediary or your U.S. custodian, as the case may be. See Instruction 11 of this ADS letter of transmittal.

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Your bank or broker can assist you in completing this ADS letter of transmittal. The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus and this ADS letter of transmittal may be directed to MacKenzie Partners, Inc., the information agent, at the address and telephone numbers indicated below.

If delivery of Gold Fields ADSs is to be made by book-entry transfer to an account maintained by the U.S. ADS exchange agent at The Book-Entry Transfer Facility, then either this ADS letter of transmittal or an agent’s message should be used. The term “agent’s message” means a message which is transmitted by the Book-Entry Transfer Facility to and received by the U.S. ADS exchange agent and which forms a part of a book-entry confirmation. This message must state that the Book-Entry Transfer Facility has received an express acknowledgment from a participant in the Book-Entry Transfer Facility’s system that (i) the participant is tendering Gold Fields ADSs that are the subject of a confirmation of a book-entry transfer, (ii) the participant has received and agrees to be bound by the applicable letter of transmittal, and (iii) Harmony and the U.S. ADS exchange agent may enforce the agreement against the participant.

¨ CHECK HERE IF GOLD FIELDS ADSs ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE U.S. ADS EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

¨ CHECK HERE IF GOLD FIELDS ADSs ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE U.S. ADS EXCHANGE AGENT. ENCLOSE A COPY OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owner(s):

Date of Execution of Notice of Guaranteed Delivery:

Window Ticket Number (if any):

Name of Institution That Guaranteed Delivery:

If Delivered by Book-Entry Transfer to the Book-Entry Transfer Facility, check here:  ¨

Account Number:

Transaction Code Number:

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NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.

PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS ADS LETTER OF TRANSMITTAL

CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Harmony Gold Mining Company, a company organized under the laws of the Republic of South Africa, the above-described American depositary shares (“ADSs”) of Gold Fields Limited, a company organized under the laws of the Republic of South Africa, pursuant to Harmony’s offer to exchange each outstanding Gold Fields ADS for 1.275 Harmony ADSs (each Harmony ADS representing one Harmony ordinary share) upon the terms and subject to the conditions set forth in the prospectus, dated October 21, 2004 (the “prospectus”), receipt of each of which is hereby acknowledged, and in this ADS letter of transmittal (which, together with the prospectus and any amendments or supplements hereto or thereto, collectively constitute the “U.S. offer”). The U.S. offer is being made in connection with Harmony’s offer to acquire 34.9% of the outstanding Gold Fields ordinary shares, including Gold Fields ordinary shares represented by Gold Fields ADSs.

The U.S. offer allows the undersigned to receive 1.275 Harmony ADSs for each tendered Gold Fields ADS.

The undersigned acknowledges that, if Gold Fields approves any dividend or any interim dividend having a payment or ex-dividend date in respect of the Gold Fields ordinary shares, including Gold Fields ordinary shares represented by Gold Fields ADSs, before the settlement of the offers, the consideration offered in exchange for each Gold Fields ordinary share and each Gold Fields ADS tendered will be reduced by an amount equal to the net value of the dividend paid per Gold Fields ordinary share in the manner described in the prospectus under “The Offer — Consideration Offered After Payment of Gold Fields Dividends”. In respect of any Harmony ADSs that a holder receives in exchange for Gold Fields ADSs that the undersigned tenders in the offers, the undersigned shall be entitled to receive any dividend that is paid after the settlement of this exchange offer.

The undersigned hereby instructs the U.S. ADS exchange agent to accept the U.S. offer on behalf of the undersigned with respect to the Gold Fields ADSs (which expression in this ADS letter of transmittal shall, except where the context otherwise requires, be deemed to include, without limitation, the Gold Fields ordinary shares represented thereby) delivered herewith.

Subject to, and effective upon, acceptance for payment for the Gold Fields ADSs tendered herewith, in accordance with the terms of the U.S. offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Harmony all right, title and interest in and to all the Gold Fields ADSs being tendered hereby (and any and all other Gold Fields ordinary shares or other securities issued or issuable in respect thereof) and all dividends, distributions (including, without limitation, distributions of additional Gold Fields ADSs or Gold Fields ordinary shares) and rights declared, paid or distributed in respect of such shares or securities on or after the settlement of the U.S. offer (collectively, “distributions”) and irrevocably appoints The Bank of New York, as the U.S. ADS exchange agent, the true and lawful agent and attorney-in-fact of the undersigned, with full knowledge that the U.S. ADS exchange agent is also acting as the agent of Harmony in connection with the U.S. offer, with respect to such Gold Fields ADSs and the distributions, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) (a) to have the ADRs evidencing the Gold Fields ADSs and any distributions delivered to the U.S. ADS exchange agent or, if tender is by book-entry transfer, transfer Gold Fields ADSs and any distributions to the account of the U.S. ADS exchange agent at The Depository Trust Company (hereinafter referred to as the “Book-Entry Transfer Facility”), together, in any such case, with all accompanying evidences of transfer and authenticity to the U.S. ADS exchange agent or upon the order of the U.S. ADS exchange agent, in each case, acting upon the instruction of Harmony, (b) to surrender such Gold Fields ADSs for the purpose of withdrawal of the underlying Gold Fields ordinary shares in accordance with the deposit agreement, (c) to instruct the depositary of the Gold Fields ADS facility to deliver the certificates evidencing the Gold Fields ordinary shares

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underlying the Gold Fields ADSs, or transfer ownership of such Gold Fields ordinary shares underlying the Gold Fields ADSs on the account books maintained with respect to the Gold Fields ordinary shares, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Harmony, (d) to tender, or to cause to be tendered, the Gold Fields ordinary shares underlying the tendered Gold Fields ADSs as part of the South African centralizing procedures as soon as practicable after the expiration of the offer period, and (e) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Gold Fields ADSs (and all such other Gold Fields ordinary shares or securities) and any distributions, all in accordance with the terms and conditions of the U.S. offer. The undersigned agrees that Harmony may instruct the U.S. ADS exchange agent to take the actions specified in clause (a), (b), (c) or (d) above prior to acceptance by Harmony of those Gold Fields ADSs for exchange in the U.S. offer. Harmony shall not have the rights specified in clause (e) above until it has irrevocably accepted those Gold Fields ADSs tendered in the offers. Upon acceptance by Harmony of tendered Gold Fields ADSs in the U.S. offer, the undersigned shall have no further rights with respect to those Gold Fields ADSs, except that the undersigned shall have a right to receive from Harmony the offer consideration in accordance with the U.S. offer.

The undersigned hereby irrevocably appoints each designee of Harmony as the attorney-in-fact and proxy of the undersigned, each with full power of substitution, to exercise all voting and other rights of the undersigned in such manner as each such attorney and proxy or his substitute shall, in his sole discretion, deem proper and otherwise act (by written consent or otherwise), with respect to all of the Gold Fields ADSs tendered hereby (and any associated distributions) that have been accepted for payment by Harmony prior to the time of any vote or other action (and any and all other Gold Fields ordinary shares or other securities or rights issued or issuable in respect of such Gold Fields ADSs) at any meeting of securityholders of Gold Fields (whether annual or special and whether or not an adjourned or postponed meeting), any actions by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney is coupled with an interest in the tendered Gold Fields ADSs, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of the Gold Fields ADSs by Harmony in accordance with the terms of the U.S. offer. Such acceptance for payment shall revoke any other proxy or written consent granted by the undersigned at any time with respect to such Gold Fields ADSs (and all such other Gold Fields ordinary shares or other securities or rights), and no subsequent proxies will be given or written consents will be executed by the undersigned (and if given or executed, will not be deemed effective). The undersigned understands that, in order for the Gold Fields ADSs to be deemed validly tendered, immediately upon Harmony’s acceptance of such Gold Fields ADSs, Harmony or its designee must be able to exercise full voting, consent and other rights with respect to such Gold Fields ADSs (and any associated distributions), including, the right to instruct the ADS depositary with respect to voting at any meeting of Gold Fields’ stockholders.

The undersigned hereby represents and warrants that the undersigned has full power and authority to accept the U.S. offer and to tender, exchange, sell, assign, cancel and transfer the Gold Fields ADSs (and any associated distributions) tendered hereby (and any and all other Gold Fields ordinary shares or other securities or rights issued or issuable in respect of such Gold Fields ADSs), and that when the same are accepted for payment by Harmony, Harmony will acquire good, marketable and unencumbered title thereto and to all distributions, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims.

The undersigned, upon request, shall execute and deliver all additional documents deemed by the U.S. ADS exchange agent or Harmony to be necessary or desirable to complete the sale, assignment, transfer of the Gold Fields ADSs (and any associated distributions) tendered hereby (and any and all other Gold Fields ordinary shares or other securities or rights issued or issuable in respect of such Gold Fields ADSs).

No authority herein conferred or agreed to be conferred shall be affected by, and all such authority shall survive, the death or incapacity of the undersigned. All obligations of the undersigned hereunder

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shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the prospectus, this tender is irrevocable.

The undersigned understands that the valid tender of the Gold Fields ADSs pursuant the procedures described in the prospectus under “The Offer — Procedures for Tendering Gold Fields ADSs”, and the instructions hereto, will constitute a binding agreement between the undersigned and Harmony upon the terms and subject to the conditions of the U.S. offer. Without limiting the foregoing, if the price to be paid in the U.S. offer is amended in accordance with the U.S. offer, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this ADS letter of transmittal. The undersigned recognizes that under certain circumstances set forth in the prospectus, Harmony may not be required to accept for payment any of the Gold Fields ADSs tendered hereby. If acceptance has been made in respect of Gold Fields ADSs, then a separate acceptance in respect of Gold Fields ordinary shares represented by such Gold Fields ADSs may not be made.

The undersigned understands that Harmony will not issue any fraction of a Harmony ADS. To the extent that Gold Fields shareholders become entitled to fractions of Harmony ADSs under the terms of the U.S. offer those fractions will be rounded to the nearest whole number. To the extent practicable, all Gold Fields ADSs held by a holder will, if it comprises 0.5 or more of a Harmony ADS, be rounded up, and, otherwise, will be rounded down to the nearest Harmony ADS.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions,” in consideration of the Gold Fields ADSs tendered hereby, the undersigned hereby instructs the U.S. ADS exchange agent to issue a check (including any cash payments for the Gold Fields ADSs and cash in lieu of fractional Harmony ADSs, if any) and one certificate evidencing the applicable number of Harmony ADSs (or, in the case of delivery through the Book-Entry Transfer Facility, credit the appropriate account with the cash and Harmony ADSs), and return all Gold Fields ADRs representing Gold Fields ADSs not purchased or not tendered, in the name(s) of the undersigned. Similarly, unless otherwise indicated in the box entitled “Special Delivery Instructions,” the undersigned hereby instructs the U.S. ADS exchange agent to mail the certificate representing Harmony ADSs and the check (or, in the case of delivery through the Book-Entry Transfer Facility, credit the appropriate account with the cash and Harmony ADSs), and return any ADRs representing Gold Fields ADSs not purchased or tendered (and accompanying documents, as appropriate), to the undersigned at the address(es) appearing above in the box entitled “Description of Gold Fields American Depositary Shares (ADSs) Tendered”. In the case of a book-entry delivery of Gold Fields ADSs, the undersigned hereby instructs the U.S. ADS exchange agent to credit the account maintained at the Book-Entry Transfer Facility with any Gold Fields ADSs that are not tendered or are not accepted for exchange.

In the event that the boxes entitled “Special Issuance Instructions” and “Special Delivery Instruction” are both completed, the undersigned hereby instructs the U.S. ADS exchange agent to issue the check and register the Harmony ADSs, and return all Gold Fields ADSs not purchased or not tendered, in the name(s) of, and mail such check and certificates to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled “Special Issuance Instructions,” the undersigned hereby instructs the U.S. ADS exchange agent to credit any Gold Fields ADSs tendered hereby and delivered by book-entry transfer, but which are not purchased, by crediting the account at the Book-Entry Transfer Facility. The undersigned recognizes that Harmony has no obligation, pursuant to the Special Issuance Instructions, to transfer any Gold Fields ADSs from the name of the registered owner(s) thereof if Harmony does not purchase any of the Gold Fields ADSs tendered hereby.

The undersigned understands that Harmony reserves the right to transfer or assign, in whole at any time, or in part from time to time, to one or more of its affiliates, the right to purchase all or any portion of the Gold Fields ADSs tendered pursuant to the U.S. offer, but any such transfer or assignment will not relieve Harmony of its obligations under the U.S. offer and will in no way prejudice the rights of holders to receive payment for Gold Fields ADSs validly tendered and accepted for payment pursuant to the U.S. offer.

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SUBJECT TO THE TERMS OF THE PROSPECTUS, THIS ADS LETTER OF TRANSMITTAL SHALL NOT BE CONSIDERED COMPLETE AND VALID, AND DELIVERY OF GOLD FIELDS ADSs PURSUANT TO THE REVISED U.S. OFFER SHALL NOT BE MADE, UNTIL THE GOLD FIELDS ADSs IN RESPECT OF WHICH THE REVISED U.S. OFFER IS BEING ACCEPTED AND ALL OTHER REQUIRED DOCUMENTATION HAVE BEEN RECEIVED BY THE U.S. ADS EXCHANGE AGENT. HARMONY WILL DETERMINE IN ITS SOLE DISCRETION ALL QUESTIONS AS TO THE FORM OF DOCUMENTS, INCLUDING ANY NOTICE OF WITHDRAWAL AND THE VALIDITY, ELIGIBILITY (INCLUDING TIME OF RECEIPT) AND ACCEPTANCE OF TENDERED GOLD FIELDS ADSs. HARMONY’S DETERMINATION WILL BE FINAL AND BINDING ON ALL PARTIES.

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SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 5 and 7)

To be completed ONLY if the Harmony ADSs with respect to the Gold Fields ADSs accepted for exchange are to be issued in the name of and sent to someone other than the undersigned.

Issue Certificates to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

(also complete Substitute Form W-9 below)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 5 and 7)

To be completed ONLY if the ADRs for Gold Fields ADSs not tendered or not purchased, and Harmony ADSs with respect to the Gold Fields ADSs accepted for exchange, are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown in the “Special Issuance Instructions”.

Mail Certificates to:

Name:

(Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification or Social Security No.)

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SIGN HERE

(AND PLEASE COMPLETE SUBSTITUTE FORM W-9)

Signature(s) of Holder(s)

Dated:                      , 2004

(Must be signed by registered owner(s) exactly as name(s) appear(s) on the ADR representing the Gold Fields ADS or on a security position listing or by person(s) authorized to become registered owner(s) by endorsements, stock powers and documents transmitted herewith. If a signature is by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney-in-fact, agent or other person acting in a fiduciary or representative capacity, please provide the following information. See Instructions 1 and 5.)

Name(s):

(Please Print)

Name of Firm:

Capacity (full title):

Address:

(Zip Code)

(Area Code) Telephone Number:

Taxpayer Identification or

Social Security No.:

(See Substitute Form W-9)

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GUARANTEE OF SIGNATURE(S)

(IF REQUIRED — SEE INSTRUCTIONS 1 AND 5)

Authorized Signature:

Name:

(Please Print)

Name of Firm:

Address:

(Zip Code)

(Area Code) Telephone Number:

Dated:                      , 2004

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INSTRUCTIONS

FORMING A PART OF THE TERMS AND CONDITIONS OF THE U.S. OFFER

To complete this ADS letter of transmittal, you must do the following:

• Fill in the box entitled “Description of Gold Fields American Depositary Shares (ADSs) Tendered”.

• Sign and date this ADS letter of transmittal in the box entitled “Sign Here”.

• Fill in and sign in the box entitled “Substitute Form W-9”.

In completing this ADS letter of transmittal, you may (but are not required to) also do the following:

• If you want Harmony ADSs issued in the name of another person, complete the box entitled “Special Issuance Instructions”.

1. Guarantee of Signatures. All signatures on this ADS letter of transmittal must be guaranteed by a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program (an “Eligible Institution”), unless (i) this ADS letter of transmittal is signed by the registered owner(s) (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Gold Fields ADSs) of the Gold Fields ADSs tendered hereby and such holder(s) has not completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” herein or (ii) such Gold Fields ADSs are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of ADS Letter of Transmittal and ADRs or Book-Entry Confirmations. This ADS letter of transmittal is to be used either if (i) ADRs evidencing the Gold Fields ADSs for the U.S. offer are to be forwarded herewith or (ii) unless an agent’s message (as defined below) is used, if Gold Fields ADSs are to be delivered by book-entry transfer pursuant to the procedure set forth in the prospectus under “The Offer — Procedures for Tendering Gold Fields ADSs — Gold Fields ADSs held in book-entry form”. ADRs evidencing all physically tendered Gold Fields ADSs, or confirmation of a book-entry transfer, if such procedure is available, into the U.S. ADS exchange agent’s account at the Book-Entry Transfer Facility (“Book-Entry Confirmation”) of all Gold Fields ADSs delivered by book-entry transfer together with a properly completed and duly executed ADS letter of transmittal (or facsimile thereof), or an agent’s message in the case of book-entry transfer, and any other documents required by this ADS letter of transmittal, must be received by the U.S. ADS exchange agent at one of its addresses set forth herein prior to the expiration date of the U.S. offer. If ADRs evidencing tendered Gold Fields ADSs are forwarded to the U.S. ADS exchange agent in multiple deliveries, a properly completed and duly executed ADS letter of transmittal must accompany each such delivery.

The term “agent’s message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the U.S. ADS exchange agent and forming a part of the Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participants in the Book-Entry Transfer Facility tendering the Gold Fields ADSs that such participant has received this ADS letter of transmittal and agrees to be bound by the terms of this ADS letter of transmittal and that Harmony may enforce such agreement against such participant.

Holders whose ADRs evidencing their tendered Gold Fields ADSs are not immediately available or who cannot deliver all other required documents to the U.S. ADS exchange agent on or prior to the expiration date for the U.S. offer, or who cannot comply with the procedures for book-entry transfer on a timely basis, may nevertheless tender their Gold Fields ADSs by properly completing and duly executing a notice of guaranteed delivery pursuant to the guaranteed delivery procedure set forth in the prospectus under “The Offer — Procedures for Tendering Gold Fields ADSs — Guaranteed delivery”. Pursuant to such procedure: (i) such tender must be made by or through an eligible institution; (ii) a properly completed and duly executed notice of guaranteed delivery substantially in the

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form provided by Harmony must be received by the U.S. ADS exchange agent prior to the expiration date for the U.S. offer; and (iii) ADRs evidencing such tendered Gold Fields ADSs or confirmation of the book-entry transfer of such Gold Fields ADSs into the U.S. ADS exchange agent’s account at the Book-Entry Transfer Facility, as well as a ADS letter of transmittal, properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer, an agent’s message), and all other documents required by this ADS letter of transmittal, must be received by the U.S. ADS exchange agent within three New York Stock Exchange trading days after the date of execution of such notice of guaranteed delivery.

The method of delivery of this ADS letter of transmittal, ADRs evidencing Gold Fields ADSs and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the option and risk of the tendering ADS holder, and the delivery will be deemed made only when actually received by the U.S. ADS exchange agent (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted, and no fractional Gold Fields ADSs will be purchased or accepted for exchange. By execution of this ADS letter of transmittal (or facsimile hereof), all tendering holders of Gold Fields ADSs waive any right to receive any notice of the acceptance of their Gold Fields ADSs for exchange.

3. Inadequate Space. If the space provided herein under “Description of Gold Fields American Depositary Shares (ADSs) Tendered” is inadequate, the certificate numbers, the number of Gold Fields ADSs represented by such certificates and the number of Gold Fields ADSs tendered should be listed on a separate schedule and attached hereto.

4. Partial Tenders (Not Applicable to ADS Holders Who Tender by Book-Entry Transfer). If fewer than all of the Gold Fields ADSs represented by the ADRs delivered herewith to the U.S. ADS exchange agent are to be tendered, fill in the number of Gold Fields ADSs that are to be tendered in the box entitled “Number of Gold Fields ADSs Tendered”. In such cases, new certificate(s) representing the remainder of the Gold Fields ADSs that were represented by ADRs will be sent to the registered owner, unless otherwise provided in the box entitled “Special Delivery Instructions” herein, as soon as practicable after the expiration or termination of the U.S. offer. All Gold Fields ADSs represented by ADRs delivered to the U.S. ADS exchange agent will be deemed to have been tendered unless otherwise indicated. In the case of partial acceptances, Gold Fields ADSs in respect of which the U.S. offer was not accepted will not be reissued to a person other than the registered owner.

5. Signatures on ADS Letter of Transmittal, Stock Powers and Endorsements. If this ADS letter of transmittal is signed by the registered owner(s) of the Gold Fields ADSs tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the ADR evidencing such Gold Fields ADSs without alteration, enlargement or any other change whatsoever.

If any Gold Fields ADS tendered hereby is owned of record by two or more persons, all such persons must sign this ADS letter of transmittal.

If any of the tendered Gold Fields ADSs are registered in the names of different holders, it will be necessary to complete, sign and submit as many separate ADS letters of transmittal as there are different registrations of such Gold Fields ADSs.

If this ADS letter of transmittal is signed by the registered owner(s) of the Gold Fields ADSs tendered hereby, no endorsements of certificates or separate stock powers are required, unless payment is to be made to, or ADRs for Gold Fields ADSs not tendered or not exchanged are to be issued in the name of, a person other than the registered owner(s), in which case, the certificate(s) representing the Gold Fields ADSs tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear on such certificate(s). Signatures on such certificate(s) and stock powers must be guaranteed by an Eligible Institution.

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If this ADS letter of transmittal is signed by a person other than the registered owner(s) of the Gold Fields ADSs tendered hereby, the certificate(s) representing the Gold Fields ADSs tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on such certificate(s). Signatures on such certificate(s) and stock powers must be guaranteed by an Eligible Institution.

If this ADS letter of transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of such person’s authority to so act must be submitted.

6. Stock Transfer Taxes. Harmony will pay or cause to be paid any transfer taxes with respect to the exchange of Gold Fields ADSs not based on income. If, however, a transfer tax is imposed based on income or for any reason other than the exchange of securities in the U.S. offer, then those transfer taxes, whether imposed on the registered holder or any other persons, will not be payable to the tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the ADRs evidencing the Gold Fields ADSs listed in this ADS letter of transmittal.

7. Special Issuance and Delivery Instructions. If the check and/or Harmony ADSs exchanged for tendered Gold Fields ADSs are to be issued or delivered, or ADRs evidencing Gold Fields ADSs not tendered or exchanged pursuant to the U.S. offer are to be sent, to someone other than the person(s) signing this ADS letter of transmittal or to the person(s) signing this ADS letter of transmittal but at an address other than that shown in the box entitled “Description of Gold Fields American Depositary Shares (ADSs) Tendered” herein, the appropriate boxes in this ADS letter of transmittal must be completed.

8. Requests for Assistance or Additional Copies. Questions and requests for assistance or for additional copies of the prospectus, the ADS letter of transmittal and the notice of guaranteed delivery, may be directed to the information agent at its respective telephone numbers and location set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. offer.

9. Conditions; Waiver of Conditions. Harmony’s obligation to accept Gold Fields ADSs in the U.S. offer is subject to the conditions set forth in the prospectus. Such conditions, however, may be waived, in whole or in part, by Harmony, in its sole discretion, at any time and from time to time, in the case of any Gold Fields ADSs tendered. See “The Offer — Conditions to the U.S. Offer” in the prospectus.

10. Lost, Destroyed or Stolen Certificates. If any ADR representing Gold Fields ADSs has been lost, destroyed or stolen, the holder(s) should promptly notify Citibank, as depositary, in order to obtain a replacement ADR(s). This ADS letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, destroyed or stolen ADRs evidencing Gold Fields ADSs have been followed.

11. Holders of Gold Fields Ordinary Shares Not Represented by Gold Fields ADSs. Holders of Gold Fields ordinary shares have been sent a form of acceptance instruction form with the prospectus and may not accept the U.S. offer in respect of such Gold Fields ordinary shares pursuant to this ADS letter of transmittal, except insofar as those Gold Fields ordinary shares are represented by Gold Fields ADSs. If any holder of Gold Fields ordinary shares that are not represented by Gold Fields ADSs needs to obtain a copy of a form of acceptance instruction form, such holder should contact MacKenzie Partners, Inc., as information agent, at the appropriate address and telephone number set forth in the prospectus or its South African financial intermediary.

12. Expiration Date. The expiration date will be 6:00 a.m., New York City time, on November 26, 2004, unless: (a) the Securities Regulation Panel (“SRP”) sets a later expiration date for the tender period of the South African offer, (b) the SRP subsequently extends the tender period of the South

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African offer, or (c) the offers are withdrawn prior to that time. Harmony intends that the U.S. offer and the South African offer will expire simultaneously.

13. Consideration Offered after Approval of Dividends. If Gold Fields approves any dividend or any interim dividend having a payment or ex-dividend date in respect of the Gold Fields ordinary shares, including Gold Fields ordinary shares represented by Gold Fields ADSs, before the settlement of the offers, the consideration offered in exchange for each Gold Fields ADS tendered will be reduced by an amount equal to the net value of the dividend paid per Gold Fields ordinary share in the manner described in the prospectus under “The Offer — Consideration Offered after Payment of Gold Fields Dividends”.

In respect of Harmony ordinary shares, including Harmony ordinary shares represented by Harmony ADSs, issued in exchange or part exchange for your tendered Gold Fields securities, you will be entitled to receive any dividend that is paid after the settlement of the U.S. offer.

Your entitlement to receive these dividends, if any, in respect of the Harmony ordinary shares, including Harmony ordinary shares represented by Harmony ADSs, that you receive in the U.S. offer is in addition to the other consideration you are entitled to receive pursuant to the U.S. offer.

14. Fractional Entitlements. You will not receive any fraction of a Harmony ADS. To the extent that Gold Fields ADS holders become entitled to fractions of Harmony ADSs under the terms of the U.S. offer, those fractions will be rounded to the nearest whole number. To the extent practicable, all Gold Fields ordinary shares or ADSs held by a holder will, if it comprises 0.5 or more of a Harmony ADS be rounded up, and otherwise will be rounded down to the nearest Harmony ordinary share or ADS.

16. Substitute Form W-9. Under United States federal income tax law, if you tender your Gold Fields ADSs, you generally are required to furnish the U.S. ADS exchange agent either (i) a properly completed Substitute Form W-9 (below) with your correct taxpayer identification number (“TIN”), if you are a U.S. person, or (ii) a properly completed appropriate Internal Revenue Service Form W-8, if you are not a U.S. person.

Use Substitute Form W-9 only if you are a U.S. person, including a resident alien individual. You will be subject to United States federal backup withholding at a rate of 28% on all reportable payments made to you pursuant to the U.S. offer if (i) you do not furnish your TIN to the requester, (ii) you do not certify your TIN, (iii) the Internal Revenue Service tells the requester that you furnished an incorrect TIN, or (iv) you do not certify to the requester that you are not subject to backup withholding. Certain payees are exempt from backup withholding. See the instructions referred to below on whether you are an exempt payee.

Backup withholding is not an additional tax. You may credit any amounts withheld by backup withholding against your regular United States federal income tax liability or, if backup withholding results in an overpayment of taxes, claim a refund from the Internal Revenue Service.

If you have not been issued a TIN, you may write “Applied For” in the space provided in part I of the Substitute Form W-9 if you have applied for a TIN or intend to apply for a TIN. In that case, you must also complete the Certificate of Awaiting Taxpayer Identification Number attached to this ADS letter of transmittal. The U.S. ADS exchange agent will withhold 28% of all reportable payments unless you provide a TIN to the U.S. ADS exchange agent, or have otherwise established an exemption from backup withholding, by the time of payment.

You are generally exempt from backup withholding if you are a nonresident alien or a foreign entity (including a disregarded domestic entity with a foreign owner) and give the requester the appropriate completed Form W-8. You will find further information in Internal Revenue Service Publication 515, “Withholding of Tax on Nonresident Aliens and Foreign Entities”. You can receive the applicable Form W-8 from the information agent.

If you fail to furnish your correct TIN to the U.S. ADS exchange agent, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. If you

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make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Willfully falsifying certifications or affirmations may subject you to criminal penalties, including fines and/or imprisonment.

Important: This ADS letter of transmittal (or facsimile thereof), together with any required signature guarantees, or, in the case of a book-entry transfer, an “agent’s message”, and any other required documents, must be received by the U.S. ADS exchange agent prior to the expiration of the U.S. offer, and either ADRs evidencing the tendered Gold Fields ADSs must be received by the U.S. ADS exchange agent or Gold Fields ADSs must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the expiration date of the U.S. offer, or the tendering Gold Fields ADS holder must comply with the procedures for guaranteed delivery.

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IMPORTANT TAX INFORMATION

Under the federal income tax law, a stockholder whose tendered Gold Fields ADSs are accepted for payment is generally required by law to provide the U.S. ADS exchange agent (as payer) with such stockholder’s correct TIN on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If such stockholder is an individual, the TIN is such stockholder’s social security number. If the U.S. ADS exchange agent is not provided with the correct TIN, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such stockholder with respect to Gold Fields ADSs purchased pursuant to the U.S. offer may be subject to backup withholding of 28%.

Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such individual must submit an appropriate Form W-8, signed under penalties of perjury, attesting to such individual’s exempt status. An appropriate Form W-8 can be obtained from the U.S. ADS exchange agent. Exempt stockholders should furnish their TIN, check the “Exempt from backup withholding” box on the face of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the U.S. ADS exchange agent. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. A stockholder should consult his or her tax advisor as to such stockholder’s qualification for an exemption from backup withholding and the procedure for obtaining such exemption.

If backup withholding applies, the U.S. ADS exchange agent is required to withhold 28% of any reportable payments made to the stockholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder with respect to Gold Fields ADSs purchased pursuant to the U.S. offer, the stockholder is required to notify the U.S. ADS exchange agent of such stockholder’s correct TIN by completing the form below certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), (b) that (i) such stockholder is exempt from backup withholding, (ii) such stockholder has not been notified by the Internal Revenue Service that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified such stockholder that such stockholder is no longer subject to backup withholding and (c) that such stockholder is a U.S. person (including a U.S. resident alien).

What Number to Give the U.S. ADS Exchange Agent

The stockholder is required to give the U.S. ADS exchange agent the social security number or employer identification number of the record holder of the Gold Fields ADSs tendered hereby. If the Gold Fields ADSs are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should write “Applied For” in the space provided for the TIN in Part I, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If “Applied For” is written in Part I, the U.S. ADS exchange agent will withhold 28% of all reportable payments to such stockholder unless a TIN is provided to the U.S. ADS exchange agent by the time of payment.

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TO BE COMPLETED BY ALL TENDERING ADS HOLDERS

(See Instruction 17)

PAYER’S NAME: THE BANK OF NEW YORK, AS U.S. ADS EXCHANGE AGENT

THE SUBSTITUTE FORM W-9 BELOW MUST BE COMPLETED AND SIGNED. Please provide your social security number or other taxpayer identification number (“TIN”) and certify that you are not subject to backup withholding.

Substitute Form W-9

Department of the Treasury Internal Revenue Service

Payer’s Request for TIN and Certification

Name:

Please check the appropriate box indicating your status: ¨  Individual/Sole proprietor    ¨  Corporation    ¨  Partnership    ¨  Other	¨  Exempt from backup withholding
Address (number, street, and apt. or suite no.)
City, state, and ZIP code

Part I TIN

PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT. For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write “Applied For” in this Part I, complete the “Certificate Of Awaiting Taxpayer Identification Number” below and see “IMPORTANT TAX INFORMATION”.

Social Security Number OR Employer Identification Number

Part II Certification

Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

(3) I am a U.S. person (including a U.S. resident alien).

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Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign Here Signature of U.S. person ð Date ð

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE SEE “IMPORTANT TAX INFORMATION”.

COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR”

INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me will be withheld.

Sign Here Signature of U.S. person ð Date ð

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Questions and requests for assistance or additional copies of the prospectus, the ADS letter of transmittal, the notice of guaranteed delivery and other tender offer materials may be directed to the information agent at the telephone number and location listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the U.S. offer:

The Information Agent for the U.S. Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free: (800) 322-2885

Email-proxy@mackenziepartners.com

The Joint Financial Advisors for the U.S. Offer are:

HSBC Securities (USA) Inc. 452 Fifth Avenue New York, NY 10018	Investec (US) Inc. One Battery Park Plaza New York, NY 10004-1478

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EX-1.(II)

NOTICE OF GUARANTEED DELIVERY

For the Tender of American Depositary Shares

of

GOLD FIELDS LIMITED

(CUSIP: 38059T106; ISIN:CAE000018123)

Pursuant to the U.S. Offer to Exchange

by

HARMONY GOLD MINING COMPANY LIMITED

(Not to be used for Signature Guarantees)

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 A.M., NEW YORK CITY TIME, ON NOVEMBER 26, 2004, UNLESS IT IS EXTENDED OR WITHDRAWN PRIOR TO THAT TIME.

This notice of guaranteed delivery, or a form substantially equivalent to this notice of guaranteed delivery, must be used for acceptance of the U.S. offer described in the prospectus dated October 21, 2004 (the “prospectus”), in respect of the American depositary shares (“ADSs”) of Gold Fields Limited, a company organized under the laws of the Republic of South Africa, if certificates evidencing Gold Fields ADSs are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis, or if the time will not permit all required documents to reach the U.S. ADS exchange agent prior to the expiration of the U.S. offer. This notice of guaranteed delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the ADS exchange agent and must include a guarantee by an Eligible Institution (as defined below) in the form set out in this notice of guaranteed delivery. If a message is transmitted through The Depository Trust Company pursuant to which the participant agrees to be bound by the terms set forth herein, an agent’s message must be delivered. See “The Offer — Procedures for Tendering Gold Fields ADSs — Guaranteed delivery” in the prospectus.

The U.S. ADS Exchange Agent for the U.S. Offer is:

THE BANK OF NEW YORK

By Mail:	By Hand or Overnight Delivery:
The Bank of New York	The Bank of New York
Gold Fields Exchange	Gold Fields Exchange
Tender & Exchange Department	Tender & Exchange Department
P.O. Box 859208	161 Bay State Street
Braintree, MA 02185-9208	Braintree, MA 02185

For Notice of Guaranteed Delivery:

(Eligible Institutions only)

Facsimile Transmission:

+1 (212) 815 6433

To confirm Facsimile Transmission Only:

+1 (212) 815 6212

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE U.S. ADS EXCHANGE AGENT.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON AN ADS LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS TO THE ADS LETTER OF TRANSMITTAL, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE ADS LETTER OF TRANSMITTAL.

THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.

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Ladies and Gentlemen:

The undersigned hereby tenders to Harmony Gold Mining Company Limited, a company organized under the laws of the Republic of South Africa, upon the terms and subject to the conditions set forth in the prospectus, dated October 21, 2004 (the “prospectus”) and the related ADS letter of transmittal (which, together with the prospectus and any amendments or supplements thereto, collectively constitute the “U.S. offer”), receipt of each of which is hereby acknowledged, the number of American depositary shares (“ADSs”) of Gold Fields specified below pursuant to the guaranteed delivery procedures described in the prospectus under “The Offer — Procedures for Tendering Gold Fields ADSs — Guaranteed delivery”.

Names(s) of Record Holder(s)

Address(es)

Zip Code

(Area Code) Telephone No.

Signature(s) of Record Holder(s)

Number of Gold Fields ADSs

Certificate Nos. (if available)

Indicate account number at Book-Entry Transfer Facility if Gold Fields ADSs will be tendered by book-entry transfer:

Account Number

Dated:                     , 2004

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GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or any other “eligible guarantor institution,” as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (each an “Eligible Institution” and collectively, “Eligible Institutions”), hereby guarantees the delivery to the Depositary, at one of its addresses set forth above, of the ADSs tendered by this notice of guaranteed delivery in proper form for transfer, or confirmation of the book-entry transfer of ADSs into the Depositary’s account at The Depository Trust Company, in either case together with delivery of a properly completed and duly executed ADS letter of transmittal (or a facsimile thereof) with any required signature guarantee, or an agent’s message (as defined in the prospectus), and any other documents required by the ADS letter of transmittal, within three New York Stock Exchange trading days after the date of execution of this notice of guaranteed delivery.

The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the ADS letter of transmittal and ADSs to the Depositary within the time period indicated herein. Failure to do so may result in financial loss to such Eligible Institution.

Name of Firm	Authorized Signature
Address	Name (Please Print)
Zip Code	Title
	Dated:                     , 2004
(Area Code) Telephone No.

NOTE: DO NOT SEND CERTIFICATES EVIDENCING GOLD FIELDS ADSs WITH THIS NOTICE. SUCH CERTIFICATES SHOULD BE SENT WITH YOUR ADS LETTER OF TRANSMITTAL.

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EX-1.(III)

U.S. OFFER TO EXCHANGE

34.9% of the Ordinary Shares, including

Ordinary Shares Represented by American Depositary Shares,

of

GOLD FIELDS LIMITED

(CUSIP: 380596106; ISIN: CAE000018123)

by

HARMONY GOLD MINING COMPANY LIMITED

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 A.M., NEW YORK CITY TIME, ON NOVEMBER 26, 2004, UNLESS IT IS WITHDRAWN PRIOR TO THAT TIME.

October 21, 2004

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been appointed by Harmony Gold Mining Company Limited, a company organized under the laws of the Republic of South Africa, to act as joint dealer-managers in connection with Harmony’s offer to exchange: (a) each American depositary share (“ADS”) of Gold Fields Limited, a company organized under the laws of the Republic of South Africa, for 1.275 Harmony ADSs (each Harmony ADS representing one Harmony ordinary share) and (b) each Gold Fields ordinary share (other than Gold Fields ordinary shares represented by Gold Fields ADSs) for 1.275 Harmony ordinary shares, in each case upon the terms and subject to the conditions set forth in the prospectus, dated October 21, 2004 (the “prospectus”) and the related ADS letter of transmittal and form of acceptance (which, together with the prospectus and any amendments or supplements thereto, constitute the “U.S. offer”) enclosed herewith. Terms used in this document to the extent not defined herein shall have the same meaning as in the prospectus.

Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Gold Fields ADSs. Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

1. The ADS letter of transmittal to be used by holders of Gold Fields ADSs to accept the U.S. offer to tender Gold Fields ADSs.

2. The notice of guaranteed delivery to be used by holders of Gold Fields ADSs to accept the U.S. offer if certificates evidencing Gold Fields ADSs and all other required documents are not immediately available or cannot be delivered to the U.S. ADS exchange agent on or prior to the expiration date of the U.S. offer or if the procedure for book-entry transfer cannot be completed by the expiration date of the U.S. offer.

3. A form of letter to be sent to your clients for whose accounts you hold Gold Fields ADSs, with space provided for obtaining such clients’ instructions with regard to the U.S. offer.

4. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

If your clients have not already received the prospectus, you should also forward to your clients a copy of the prospectus. If you need any additional copies of the prospectus or any other materials in connection with the U.S. offer, please direct your requests to MacKenzie Partners, Inc., the information agent for the U.S. offer, at (212) 929-5500.

THE U.S. OFFER MAY NOT BE ACCEPTED IN RESPECT OF GOLD FIELDS ORDINARY SHARES BY MEANS OF AN ADS LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY. IF YOUR CLIENTS HOLD GOLD FIELDS ORDINARY SHARES, THEY SHOULD USE THE FORMS OF ACCEPTANCE SENT BY THE SOUTH AFRICAN INTERMEDIARIES FOR TENDERING SUCH SECURITIES INTO THE U.S. OFFER BY FOLLOWING THE INSTRUCTIONS SET FORTH ON SUCH FORMS. ADDITIONAL INFORMATION CAN BE OBTAINED FROM MACKENZIE PARTNERS, INC., THE INFORMATION AGENT FOR THE U.S. OFFER, AT (212) 929-5500.

We urge you to contact your clients as promptly as possible.

1. The U.S. offer is an offer by Harmony to exchange (a) each Gold Fields ADS for 1.275 Harmony ADSs (each Harmony ADS representing one Harmony ordinary share) and (b) each Gold Fields ordinary share (other than Gold Fields ordinary shares represented by Gold Fields ADSs) held by U.S. holders for 1.275 Harmony ordinary shares and each case on the terms and subject to the conditions set forth in the prospectus.

2. The U.S. offer is being made for 34.9% of the outstanding Gold Fields ADSs and all Gold Fields ordinary shares held by U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act). Harmony will, upon the terms and subject to the conditions of the U.S. offer, exchange the Gold Fields ADSs and Gold Fields ordinary shares validly tendered and not withdrawn before the expiration date of the U.S. offer. The term “expiration date” means 6:00 a.m., New York City time, on November 26, 2004 .

3. The U.S. offer is being made separately from the South African offer, which is open to holders of Gold Fields ordinary shares who are located in South Africa and to holders of Gold Fields ordinary shares who are located outside of South Africa and the United States, if, pursuant to the local laws and regulations applicable to those holders, they are permitted to participate in the South African offer. The U.S. offer and the South African offer are being made on substantially similar terms, and completion of the offers is subject to the same conditions.

4. The U.S. offer and withdrawal rights will expire on the expiration date, which will be 6:00 a.m., New York City time, on November 26, 2004, unless: (a) the Securities Regulation Panel (“SRP”) sets a later expiration date for the tender period of the South African offer, (b) the SRP subsequently extends the tender period of the South African offer, or (c) the offers are withdrawn prior to that time. Harmony intends that the U.S. offer and the South African offer will expire simultaneously.

5. Exchange of Gold Fields ADSs tendered and accepted for exchange pursuant to the U.S. offer will be made only after timely receipt by the U.S. ADS exchange agent of (a) certificates evidencing the tendered Gold Fields ADSs or a timely book-entry confirmation of a book-entry transfer of such Gold Fields ADSs into the U.S. ADS exchange agent’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in the prospectus under “The Offer — Procedures for Tendering Gold Fields ADSs — Gold Fields ADSs held in book-entry form”, (b) a properly completed and duly executed ADS letter of transmittal (or facsimile thereof with an original manual signature), with any required signature guarantees, or an agent’s message in connection with a book-entry transfer, as defined in the prospectus under “The Offer — Procedures for Tendering Gold Fields ADSs — Gold Fields ADSs held in book-entry form”, and (c) any other documents required by the ADS letter of transmittal.

6. Harmony will be deemed to have accepted for exchange all validly tendered and not withdrawn Gold Fields ADSs on the expiration date subject only to the satisfaction of the proration that may occur as a result of the 34.9% limitation, as well as the other conditions described in the prospectus. In accordance with JSE and SRP regulations, Harmony will publish an announcement through SENS, the JSE news service, and through a simultaneous announcement in the press within 4 business days following the expiration date. If the conditions are not satisfied, Harmony will promptly return all tendered Gold Fields securities without acquiring them.

7. In the event that the offer is successful, Harmony ordinary shares or Harmony ADSs, as applicable, will be delivered to the tendering holders of Gold Fields securities following the publication by the SRP of the final results of the offers for Gold Fields securities. If the offers are consummated, the final settlement date for the offers is currently expected to occur approximately 7 South African trading days following the expiration date of the offers. If Harmony ADSs will be evidenced by ADRs, tendering holders may not receive these certificates until approximately two weeks after the settlement date. For further information, see “The Offer — Delivery of Gold Fields Ordinary Shares; Gold Fields ADSs; Settlement Date” in the prospectus.

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8. In order to take advantage of the U.S. offer, the appropriate ADS letter of transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or an agent’s message in connection with book-entry transfer of Gold Fields ADSs, and any other documents required by the ADS letter of transmittal must be sent to the U.S. ADS exchange agent at its address set forth in the prospectus prior to the expiration date, and either (a) the certificates for tendered Gold Fields ADSs must be received by the U.S. ADS exchange agent or such Gold Fields ADSs must be tendered pursuant to the procedures for book-entry transfer described in the prospectus and a book-entry confirmation must be received by the U.S. ADS exchange agent (including an agent’s message if the tendering holder has not delivered an ADS letter of transmittal) in each case prior to the expiration date, or (b) such holder must comply with the guaranteed delivery procedures.

9. A holder who desires to tender Gold Fields ADSs and whose ADRs evidencing such Gold Fields ADSs are not immediately available, who cannot comply with the procedure for book-entry transfer on a timely basis, or for whom time will not permit all required documents to reach the U.S. ADS exchange agent prior to the expiration date, may tender such Gold Fields ADSs by following the procedures for guaranteed delivery set forth in the prospectus. See “The Offer — Procedures for Tendering Gold Fields ADSs — Guaranteed delivery.”

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 A.M., NEW YORK CITY TIME, ON NOVEMBER 26, 2004, UNLESS THE U.S. OFFER IS EXTENDED OR WITHDRAWN PRIOR TO THAT TIME.

Any inquiries you have with respect to the U.S. offer should be addressed to either of the joint dealer managers or MacKenzie Partners, Inc., the information agent at their respective addresses and telephone numbers set forth on the back of this letter.

Requests for additional copies of the enclosed materials may be directed to the information agent.

Very truly yours,

Investec (US) Inc.

HSBC Securities (USA) Inc.

Investec (US) Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY OTHER PERSON THE AGENT OF HARMONY, THE DEALER MANAGER, THE INFORMATION AGENT OR THE U.S. EXCHANGE AGENT, OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE U.S. OFFER NOT CONTAINED IN THE PROSPECTUS OR THE ADS LETTER OF TRANSMITTAL.

3

EX-1.(IV)

U.S. OFFER TO EXCHANGE

34.9% of the Ordinary Shares, including

Ordinary Shares Represented by American Depositary Shares,

of

GOLD FIELDS LIMITED

(CUSIP: 38059T106; ISIN: CAE000018123)

by

HARMONY GOLD MINING COMPANY LIMITED

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 A.M., NEW YORK CITY TIME, ON NOVEMBER 26, 2004, UNLESS IT IS EXTENDED OR WITHDRAWN PRIOR TO THAT TIME.

October 21, 2004

To Our Clients:

Enclosed for your consideration are a prospectus, dated the date hereof (the “prospectus”), the related ADS letter of transmittal and a notice of guaranteed delivery in connection with the offer by Harmony Gold Mining Company Limited, a company organized under the laws of the Republic of South Africa, to exchange (a) each American depositary share (“ADS”) of Gold Fields Limited, a Company organized under the laws of the Republic of South Africa, for 1.275 Harmony ADSs (each Harmony ADS representing one Harmony ordinary share) and (b) each Gold Fields ordinary share (other than Gold Fields ordinary shares represented by Gold Fields ADSs) for 1.275 Harmony ordinary shares in each case on the terms and subject to the conditions set forth in the prospectus and the related ADS letter of transmittal (which, together with the prospectus and any amendments and supplements thereto, constitute the “U.S. offer”). You should already have received a copy of the prospectus, or a copy should be enclosed for your consideration. If for any reason you have not received a copy of the prospectus or need another copy of the prospectus, please contact us.

Terms used in this document to the extent not defined herein shall have the same meaning as in the prospectus.

We are (and our nominee is) the holder of record of Gold Fields ADSs held by us for your account. A tender of such Gold Fields ADSs can be made only by us and pursuant to your instructions. The ADS letter of transmittal is furnished to you for your information only and cannot be used to tender Gold Fields ADSs held by us for your account.

We request instructions as to whether you wish to tender any of or all the Gold Fields ADSs held by us for your account, pursuant to the terms and conditions set forth in the prospectus.

1. The U.S. offer is to exchange (a) each Gold Fields ADS for 1.275 Harmony ADSs (each Harmony ADS representing one Harmony ordinary share) and (b) each Gold Fields ordinary share (other than Gold Fields ordinary shares represented by Gold Fields ADSs) for 1.275 of a Harmony ordinary share, in each case on the terms and subject to the conditions set forth in the prospectus.

2. The U.S. offer is being made for 34.9% of the outstanding Gold Fields ordinary shares held by U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act) and all outstanding Gold Fields ADSs. Harmony will, upon the terms and subject to the conditions of the U.S. offer, exchange the Gold Fields ordinary shares and Gold Fields ADSs validly tendered and not withdrawn before the expiration date of the U.S. offer. The term “expiration date” means 6:00 a.m., New York City time, on November 26, 2004.

3. This U.S. offer is being made on substantially the same terms as the offer for the outstanding Gold Fields ordinary shares being made in South Africa (the “South African offer”) to the

extent permitted by law and regulations. Harmony’s obligation to accept Gold Fields ordinary shares and Gold Fields ADSs in this U.S. offer is subject to certain conditions as described in the prospectus.

4. The U.S. offer and withdrawal rights will expire on the expiration date, which will be 6:00 a.m., New York City time, on November 26, 2004, unless: (a) the Securities Regulation Panel (“SRP”) sets a later expiration date for the tender period of the South African offer, (b) the SRP subsequently extends the tender period of the South African offer, or (c) the offers are withdrawn prior to that time. Harmony intends that the U.S. offer and the South African offer will expire simultaneously.

5. Exchange of Gold Fields ADSs tendered and accepted for exchange pursuant to the U.S. offer will be made only after timely receipt by the U.S. ADS exchange agent of (a) certificates evidencing the tendered Gold Fields ADSs or a timely book-entry confirmation of a book-entry transfer of such Gold Fields ADSs into the U.S. ADS exchange agent’s account at the Depository Trust Company pursuant to the procedures set forth in the prospectus under “The Offer — Procedures for Tendering Gold Fields ADSs — Gold Fields ADSs held in book-entry form”, (b) a properly completed and duly executed ADS letter of transmittal (or facsimile thereof with an original manual signature), with any required signature guarantees, or an agent’s message in connection with a book-entry transfer (as defined in the prospectus under “The Offer — Procedures for Tendering Gold Fields ADSs — Gold Fields ADSs held in book-entry form”), and (c) any other documents required by the ADS letter of transmittal.

6. Harmony will be deemed to have accepted for exchange all validly tendered and not withdrawn Gold Fields ordinary shares and Gold Fields ADSs on the expiration date subject only to the conditions described in the prospectus. In accordance with JSE and SRP regulations, Harmony will publish an announcement through SENS, the JSE news service, and through a simultaneous announcement in the press within 4 business days following the expiration date. If the conditions are not satisfied, Harmony will promptly return all tendered Gold Fields securities without acquiring them.

7. Gold Fields ADS holders who fail to complete and sign the Substitute Form W-9 may be subject to U.S. federal income tax backup withholding at a rate of 28%. See Instruction 16 of the ADS letter of transmittal.

If you wish to have us tender any or all of the Gold Fields ADSs held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form set forth below. If you authorize tender of your Gold Fields ADSs, all such Gold Fields ADSs will be tendered unless otherwise indicated in such instruction form. Please forward your instructions to us as soon as possible to allow us ample time to tender Gold Fields ADSs on your behalf prior to the expiration of the U.S. offer. An envelope in which to return your instructions to us is enclosed.

The U.S. offer is made solely by the prospectus, and is being made to all U.S. holders of Gold Fields ordinary shares and all holders of Gold Fields ADSs. If Harmony becomes aware of any valid statute or law of any jurisdiction prohibiting the making of the U.S. offer or the acceptance of Gold Fields ADSs pursuant thereto, Harmony will make a good-faith effort to comply with such statute or law. If, after such good-faith effort, Harmony cannot comply with such statute or law, the U.S. offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Gold Fields ADSs in such jurisdiction. The U.S. offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of Gold Fields ordinary shares and Gold Fields ADSs in any jurisdiction in which the making or acceptance of the U.S. offer would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities or blue-sky laws require the U.S. offer to be made by a licensed broker or dealer, the U.S. offer will be deemed made on behalf of Harmony by the dealer manager for the U.S. offer, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

2

INSTRUCTIONS WITH RESPECT TO THE

U.S. OFFER TO EXCHANGE

34.9% of the Ordinary Shares, including

Ordinary Shares Represented by American Depositary Shares,

of

GOLD FIELDS LIMITED

by

HARMONY GOLD MINING COMPANY LIMITED

The undersigned acknowledge(s) receipt of your letter enclosing the prospectus dated October 21, 2004 (the “prospectus”), and the related ADS letter of transmittal, pursuant to an offer by Harmony to acquire 34.9% the issued and outstanding Gold Fields ordinary shares and Gold Fields ADSs, upon the terms and subject to the conditions and the related ADS letter of transmittal. The undersigned also acknowledge(s) receipt of the related prospectus, dated October 21, 2004.

This will instruct you to tender the number of Gold Fields ADSs indicated below (or, if no number is indicated below, all Gold Fields ADSs) that are held by you for the account of the undersigned, on the terms and subject to the conditions set forth in the prospectus and in the related ADS letter of transmittal.

The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any Gold Fields ADSs submitted on my behalf to the U.S. ADS exchange agent will be determined by Harmony (which may delegate power in whole or in part to the U.S. ADS exchange agent), and such determination shall be final and binding.

Number of Gold Fields ADSs to Be Tendered*

Dated:                     , 2004

3

SIGN HERE

Signature(s)

Please Print Name

Address

Area Code and Telephone Number

Tax Identification or Social Security Number(s)

* Unless otherwise indicated, you are deemed to have instructed us to tender all Gold Fields ADSs held by us for your account.

PLEASE RETURN THIS FORM TO THE BROKERAGE FIRM OR OTHER NOMINEE MAINTAINING YOUR ACCOUNT.

4

Gold Fields ADSs cannot be tendered by means of the enclosed forms of acceptance. These transmittal materials shall be used only if you hold Gold Fields ordinary shares through a South African financial intermediary or through a U.S. custodian.

U.S. OFFER TO EXCHANGE

34.9% of the Ordinary Shares, including

Ordinary Shares Represented by American Depositary Shares,

of

Gold Fields Limited

by

Harmony Gold Mining Company Limited

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 A.M., NEW YORK CITY TIME, ON NOVEMBER 26, 2004, UNLESS IT IS WITHDRAWN PRIOR TO THAT TIME.

October 21, 2004

To Our Clients:

Enclosed for your consideration are certain forms of acceptance (each, a “form of acceptance”) in connection with the offer by Harmony, a company organized under the laws of the Republic of South Africa, to exchange (a) each American depositary share (“ADS”) of Gold Fields Limited, a company organized under the laws of the Republic of South Africa, for 1.275 Harmony ADSs (each Harmony ADS representing one Harmony ordinary share) and (b) each Gold Fields ordinary share (other than Gold Fields ordinary shares represented by Gold Fields ADSs) for 1.275 Harmony ordinary shares, in each case on the terms and subject to the conditions set forth in the prospectus, dated October 21, 2004 (the “prospectus”), and the form of acceptance (which, together with the prospectus and any amendments and supplements thereto, constitute the “U.S. offer”). Terms used in this document to the extent not defined herein shall have the same meaning as in the prospectus.

We are (or our nominee is) the holder of record of Gold Fields ordinary shares held by us for your account. A tender of such Gold Fields ordinary shares can be made only by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish to have us tender on your behalf any or all of the Gold Fields ordinary shares held by us for your account, pursuant to the terms and conditions set forth in the prospectus. The prospectus and any additional information can be obtained from the information agent for the U.S. offer, MacKenzie Partners, Inc., at 105 Madison Avenue, New York, New York 10016, (800) 322-2885 (toll free).

Your attention is directed to the following:

1. The U.S. offer is to exchange (a) each Gold Fields ADS for 1.275 Harmony ADSs (each Harmony ADS representing one Harmony ordinary share) and (b) each Gold Fields ordinary share (other than Gold Fields ordinary shares represented by Gold Fields ADSs) for 1.275 Harmony ordinary shares, in each case on the terms and subject to the conditions set forth in the prospectus.

2. The U.S. offer is being made for 34.9% of the outstanding Gold Fields ordinary shares held by U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act) and all outstanding Gold Fields ADSs. Harmony will, upon the terms and subject to the conditions of the U.S. offer, exchange the Gold Fields ordinary shares and Gold Fields ADSs validly tendered and not withdrawn before the expiration date of the U.S. offer. The term “expiration date” means 6:00 a.m., New York City time, on November 26, 2004.

3. This U.S. offer is being made on substantially the same terms as the offer for the outstanding Gold Fields ordinary shares being made in South Africa (the “South African offer”).

4. The U.S. offer and withdrawal rights will expire on the expiration date, which will be 6:00 a.m., New York City time, on November 26, 2004, unless: (a) the Securities Regulation Panel (“SRP”) sets a later expiration date for the tender period of the South African offer, (b) the SRP subsequently extends the tender period of the South African offer, or (c) the offers are withdrawn prior to that time. Harmony intends that the U.S. offer and the South African offer will expire simultaneously.

5. Exchange of Gold Fields ordinary shares tendered and accepted for exchange pursuant to the U.S. offer will be made only after timely receipt by the South African financial intermediary if your Gold Fields ordinary shares are held through a South African financial intermediary, or by the U.S. custodian if your Gold Fields ordinary shares are held through a U.S. custodian (each South African financial intermediary or U.S. custodian referred to hereafter as a “Financial Intermediary”) of a properly completed and duly executed form of acceptance (or facsimile thereof) and any other documents required by the form of acceptance.

6. If you hold Gold Fields ordinary shares in pure registered form, you cannot tender them unless you first request that they be converted to administered registered form. If you wish to tender such securities, you must first make the necessary arrangements for such conversion with your Financial Intermediary. For further information, please see “The Offer — Procedures for Tendering Gold Fields Ordinary Shares” in the prospectus.

7. Harmony will be deemed to have accepted for exchange all validly tendered and not withdrawn Gold Fields ordinary shares on the expiration date subject to the 34.9% limitation, as well as the other conditions described in the prospectus. In accordance with JSE and SRP regulations, Harmony will publish an announcement through SENS, the JSE news service, and through a simultaneous announcement in the press. If the conditions are not satisfied, Harmony will promptly return all tendered Gold Fields securities without acquiring them.

8. Gold Fields ADS holders who fail to complete and sign the Substitute Form W-9 may be subject to U.S. federal income tax backup withholding at a rate of 28%.

9. Gold Fields holders of ordinary shares in the US who fail to complete and sign the Substitute Form W-9 may be subject to US federal income tax backup withholding at a rate of 28%.

If you wish to have us tender any or all of the Gold Fields ordinary shares held by us for your account, please so instruct us by completing, executing and returning to us the instruction form set forth below. If you authorize the tender of your Gold Fields ordinary shares, all such Gold Fields ordinary shares will be tendered unless otherwise specified on the instruction form set forth below. Please forward your instructions to us as soon as possible to allow us ample time to tender Gold Fields ordinary shares on your behalf prior to the expiration of the U.S. offer.

The U.S. offer is made solely by the prospectus and is being made to all U.S. holders of Gold Fields ordinary shares and all holders of Gold Fields ADSs. If Harmony becomes aware of any valid state or provincial statute prohibiting the making of the U.S. offer or the acceptance of Gold Fields ordinary shares pursuant thereto, Harmony will make a good-faith effort to comply with such state or provincial statute. If, after such good faith effort, Harmony cannot comply with such state or provincial statute, the U.S. offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Gold Fields ordinary shares in such state or province. The U.S. offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of Gold Fields ordinary shares or holders of Gold Fields ADSs in any jurisdiction in which the making or acceptance of the U.S. offer would not be in compliance with the laws of such jurisdiction. In any jurisdiction where the securities or blue sky laws require the U.S. offer to be made by a licensed broker or dealer, the U.S. offer will be deemed made on behalf of Harmony by the dealer manager for the U.S. offer, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

2

INSTRUCTIONS WITH RESPECT TO THE

U.S. OFFER TO EXCHANGE

34.9% of the Ordinary Shares, including

Ordinary Shares Represented by American Depositary Shares,

of

GOLD FIELDS LIMITED

by

HARMONY GOLD MINING COMPANY LIMITED

The undersigned acknowledge(s) receipt of your letter enclosing the related form of acceptance in connection with the offer by Harmony to acquire all the issued and outstanding Gold Fields ordinary shares and Gold Fields ADSs. The undersigned acknowledges that such person has received and reviewed the prospectus, dated October 21, 2004 (the “prospectus”).

This will instruct you to tender the number of Gold Fields ordinary shares indicated below (or, if no number is indicated below, all Gold Fields ordinary shares) that are held by you for the account of the undersigned, on the terms and subject to the conditions set forth in the prospectus and in the related form of acceptance.

The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any Gold Fields ordinary shares submitted on my behalf to the Financial Intermediary will be determined by Harmony (which may delegate power in whole or in part to the Financial Intermediary) and such determination shall be final and binding.

Number of Gold Fields ordinary shares to be Tendered*

SIGN HERE

Signature(s)

Please Print Name

Account Number

Address

(continued on next page)

3

Area Code and Telephone Number

Taxpayer Identification or Social Security Number(s)

* Unless otherwise indicated, you are deemed to have instructed us to tender all Gold Fields ordinary shares held by us for your account.

PLEASE RETURN THIS FORM TO THE FINANCIAL INTERMEDIARY MAINTAINING YOUR ACCOUNT.

4

EX-1.(V)

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.

Social Security numbers have nine digits separated by two hyphens: e.g., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:	Give the SOCIAL SECURITY number of—
1.  An individual’s account	The individual
2.  Two or more individuals (joint account)	The actual owner of the account or, if combined funds, any one of the individuals(1)
3.  Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.  a.  The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
b.   So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.  Sole proprietorship account	The owner(3)

For this type of account:	Give the EMPLOYER IDENTIFICATION number of—
6.  A valid trust, estate, or pension trust	The legal entity(4)
7.  Corporate account	The corporation
8.  Partnership account	The partnership
9.  Association, club, religious, charitable, educational or other tax-exempt organization	The organization
10.  A broker or registered nominee	The broker or nominee
11.  Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor’s name and furnish the minor’s social security number.

(3) You must show your individual name but, you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (“IRS”) and apply for a number.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

· A corporation.

· A financial institution.

· An organization exempt from tax under Section 501(a), or an individual retirement plan.

· The United States or any agency or instrumentality thereof.

· A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

· A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

· An international organization or any agency, or instrumentality thereof.

· A registered dealer in securities or commodities registered in the United States or a possession of the United States.

· A real estate investment trust.

· A common trust fund operated by a bank under section 584(a).

· An entity registered at all times under the investment Company Act of 1940.

· A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

· Payments to nonresident aliens subject to withholding under Section 1441.

· Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident alien partner.

· Payments of patronage dividends where the amount received is not paid in money.

· Payments made by certain foreign organizations.

· Payments made to a middleman known in the investment community as a nominee or custodian.

· An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

Payments of interest not generally subject to backup withholding include the following:

· Payments of interest on obligations issued by individuals.

Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

· Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

· Payments described in section 6049(b)(5) to nonresident aliens.

· Payments on tax-free covenant bonds under section 1451.

· Payments made by certain foreign organizations.

· Payments made to a middleman known in the investment community as a nominee or custodian.

· An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

Privacy Act Notice.—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.—Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

EX-1.(VI)

HARMONY GOLD MINING COMPANY LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1950/038232/06)

Share code: HAR ISIN: ZAE000015228

(“Harmony”)

FORM OF ACCEPTANCE, SURRENDER AND TRANSFER

This form of acceptance, surrender and transfer is to be used by certificated shareholders only.

The definitions used in the prospectus which accompanies this form apply herein.

This form should be completed by certificated shareholders who wish to accept the US offer (in whole or in part).

Instructions:

1. A separate form is required for each certificated shareholder.

2. Part A must be completed by all certificated shareholders who wish to accept the US offer (in whole or in part).

3. Part B:

3.1 Section 1 must be completed by all certificated shareholders who are emigrants from the common monetary area.

3.2 Section 2 must be completed by all certificated shareholders who are non-residents (other than emigrants) of the common monetary area.

4. Part C must be completed by all certificated shareholders who wish to accept the US offer.

5. Please read the “Important Tax Information” at the end of this Form of Acceptance for information regarding Form W-9.

Transfer secretaries

By hand: Ultra Registrars (Proprietary) Limited 11 Diagonal Street Johannesburg, 2001 South Africa	Posted to: Ultra Registrars (Proprietary) Limited P O Box 4844 Johannesburg, 2000 South Africa
Capita IRG plc (trading as Capita Registrars) The Registry 34 Beckenham Road Beckenham Kent BR3 4TU United Kingdom	Capita IRG plc (trading as Capita Registrars) The Registry 34 Beckenham Road Beckenham Kent BR3 4TU United Kingdom

Dear Sirs,

I/We hereby accept the offer/s as indicated below and surrender and enclose the share certificates, certified transfer deeds and/or other documents of title, in respect of my/our holding of Gold Fields shares, as per my/our instructions contained herein.

PART A — MUST BE COMPLETED BY ALL CERTIFICATED SHAREHOLDERS (IN BLOCK CAPITALS)

1.	Surname or Name of corporate body
2.	First names (in full)
3.	Title (Mr./Mrs./Ms./etc.)
4.	Address*
	Telephone number, including country and area code Postal code

* The offer consideration will be sent to the address stipulated above at the risk of the certificated shareholder concerned. Contrary instructions will not be accepted.

PART B — MUST BE COMPLETED BY ALL CERTIFICATED SHAREHOLDERS WHO ARE EMIGRANTS FROM OR NON-RESIDENTS OF THE COMMON MONETARY AREA

Section 1: To be completed by certificated shareholders who are emigrants from the common monetary area

The offer consideration will be forwarded to the authorised dealer nominated below for its control and credited to the emigrant’s blocked account. Accordingly, non-residents who are emigrants from the common monetary area must provide the following information:

Name and address of nominated authorised dealer or substitute institution:

Account number

Section 2: To be completed by non-resident certificated shareholders who are not emigrants

The offer consideration will be forwarded to the registered address of the non-resident in question, unless written instructions to the contrary are received and an address provided in Part A above.

If no nomination is provided in Section 1 above, the offer consideration will be held in trust by Harmony until validly claimed.

PART C — MUST BE COMPLETED BY ALL CERTIFICATED SHAREHOLDERS WHO WISH TO ACCEPT THE US OFFER

U.S. Offer

To be completed by all certificated shareholders who wish to accept the US offer in respect of all or part of their Gold Fields shares

I/We hereby surrender and enclose the share certificates, certified transfer deeds and/or other documents of title, details in respect of which are set out in the table below, for acceptance of the US offer.

2

I/We hereby acknowledge that if aggregate acceptances in excess of 34.9% of Gold Fields’ entire issued share capital are received, the number of my/our Gold Fields shares tendered for acceptance as set out in the table below may be scaled back in accordance with the terms of the U.S. offer.

Share certificates and/or other documents of title surrendered, and number of Gold Fields shares tendered for acceptance, under the early settlement offer:

Name of registered holder (separate form for each holder)	Certificate number(s) (in numerical order)	Number of Gold Fields shares tendered
Total number of Gold Fields shares tendered

To the extent that the Gold Fields shares tendered for acceptance under the US offer set out in the table above are not settled as a result of Harmony having received valid acceptances in excess of 34.9% of Gold Fields’ entire issued share capital, I/we wish to receive a new share certificate in respect of my/our Gold Fields shares which have not been settled under the US offer.

I/We hereby irrevocably and unconditionally appoint the transfer secretaries as my/our attorney and agent, in rem suam, for me/us and on my/our behalf to do all things and sign all documents as may be necessary or desirable in order to effect transfer of my/our Gold Fields shares tendered for acceptance above into the name of Harmony and to obtain a new share certificate from Gold Fields in respect of my/our Gold Fields shares which have not been settled under the early settlement offer (if so requested above).

Signature of shareholder

Date:

General Notes:

1 Signatories may be called upon for evidence of their authority or capacity to sign this form.

2 Acceptance of the offer(s) must be lodged, together with the relevant documents of title, by no later than November 26, 2004 in order to participate in the US offer.

3 Failure to state the number of Gold Fields shares in respect of which the offer(s) is/are accepted shall be deemed to indicate acceptance of the offer(s) in respect of all Gold Fields shares indicated by the documents of title surrendered by the relevant certificated shareholder or his/her representative.

4 No receipts will be issued for documents of title lodged, unless specifically requested. In compliance with the Listings Requirements of the JSE, lodging agents will be requested to prepare special transaction receipts, if required.

5 Any alteration to this form must be signed in full and not initialled.

6 If this form is signed under a power of attorney, then such power of attorney or a notarially certified copy thereof must be submitted with this form.

3

7 Where the certificated shareholder is a company, a close corporation or a trust, a certified copy of the directors’, members’ or trustees’ resolution authorising the signing of this form must be submitted, if so requested by Harmony.

8 Where there are joint holders of any certificated shares, only that holder whose name stands first in the register in respect of such shares need sign this form.

9 To the extent that any Gold Fields shares tendered for acceptance under the US offer are not settled as a result of Harmony having received valid acceptances in excess of 34.9% of Gold Fields’ entire issued share capital, and should the certificated shareholder have elected to receive a new share certificate in respect of his Gold Fields shares which have not been settled under the US offer, the transfer secretaries will, within five business days of receipt of such new share certificate from Gold Fields, post such new share certificate to the relevant certificated shareholder at his risk.

10 Documents of title surrendered in advance of the fulfilment of the conditions precedent will be held by the transfer secretaries pending the fulfilment of such conditions precedent. In the event that the conditions precedent are not fulfilled, the transfer secretaries will, within five business days of the announcement of the non-fulfilment of the conditions precedent, return the documents of title to the certificated shareholders concerned, at the risk of the certificated shareholder in question.

4

IMPORTANT TAX INFORMATION

Under the federal income tax law, a stockholder whose tendered Gold Fields ordinary shares are accepted for payment is generally required by law to provide the Financial Intermediary (as payer) with such stockholder’s correct TIN on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If such stockholder is an individual, the TIN is such stockholder’s social security number. If the Financial Intermediary is not provided with the correct TIN, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such stockholder with respect to Gold Fields ordinary shares purchased pursuant to the US offer may be subject to backup withholding of 28%.

Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such individual must submit an appropriate Form W-8, signed under penalties of perjury, attesting to such individual’s exempt status. An appropriate Form W-8 can be obtained from your Financial Intermediary. Exempt stockholders should furnish their TIN, check the “Exempt from backup withholdings” box on the face of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to your Financial Intermediary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. A stockholder should consult his or her tax advisor as to such stockholder’s qualification for an exemption from backup withholding and the procedure for obtaining such exemption.

If backup withholding applies, the Financial Intermediary is required to withhold 28% of any reportable payments made to the stockholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

Purpose of Substitute Form W-9

To prevent backup withholding on payments that are made to a stockholder with respect to Gold Fields ordinary shares purchased pursuant to the US offer, the stockholder is required to notify the Financial Intermediary of such stockholder’s correct TIN by completing the form below certifying that (a) the TIN provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), (b) that (i) such stockholder is exempt from backup withholding (ii) such stockholder has not been notified by the Internal Revenue Service that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified such stockholder that such stockholder is no longer subject to backup withholding and (c) that such stockholder is a US person (including a US resident alien).

What Number to Give the Financial Intermediary

The stockholder is required to give the Financial Intermediary the social security number or employer identification number of the record holder of the Gold Fields ordinary shares tendered hereby. If the Gold Fields ordinary shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the stockholder should write “Applied For” in the space provided for the TIN in Part I, and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number. If “Applied For” is written in Part I, the Financial Intermediary will withhold 28% of all reportable payments to such stockholder unless a TIN is provided to the Financial Intermediary by the time of payment.

5

TO BE COMPLETED BY ALL TENDERING HOLDERS UNDER THE US OFFER

(See Instruction 13)

PAYER’S NAME:

THE SUBSTITUTE FORM W-9 BELOW MUST BE COMPLETED AND SIGNED. Please provide your social security number or other taxpayer identification number (“TIN”) and certify that you are not subject to backup withholding.

Substitute Form W-9

Department of the Treasury Internal Revenue Service

Payer’s Request for TIN and Certification

Name:

Please check the appropriate box indicating your status:	¨ Exempt from backup withholding
¨ Individual/Sole proprietor     ¨ Corporation     ¨ Partnership     ¨ Other

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

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Part I TIN
PLEASE PROVIDE YOUR TIN ON THE APPROPRIATE LINE AT THE RIGHT. For most individuals, this is your social security number. If you do not have a number, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. If you are awaiting a TIN, write “Applied For” in this Part I, complete the “Certificate Of Awaiting Taxpayer Identification Number” below and see “IMPORTANT TAX INFORMATION”.	Social Security Number OR
	Employer Identification Number

Part II               Certification

Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

(3) I am a US person (including a US resident alien).

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign
Here Signature of
US person Ø                                                                           Date Ø                                 

NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS, AND PLEASE SEE “IMPORTANT TAX INFORMATION”.

7

COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR”

INSTEAD OF A TIN ON THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of all reportable payments made to me will be withheld.

Sign
Here Signature of US person Ø                                                                           Date Ø                                 

Questions and requests for assistance or additional copies of the prospectus, this form of acceptance, the ADS letter of transmittal, the notice of guaranteed delivery and other tender offer materials may be directed to the information agent at the telephone number and location listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the US offer:

The Information Agent for the US Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

Call Toll-Free (800) 322-2885

Email: proxy@mackenziepartners.com

The Joint Dealer-Managers for the US Offer are:

HSBC Securities (USA) Inc. 452 Fifth Avenue New York, NY 10018 Investec (US) Inc. One Battery Park Plaza New York, NY 10004-1478

EX-1.(VII)

TECHNICAL NOTICE TO INTERMEDIARIES WITH RESPECT TO THE U.S. OFFER

HARMONY GOLD MINING COMPANY LIMITED

OFFER TO EXCHANGE GOLD FIELDS ORDINARY SHARES (INCLUDING GOLD FIELDS ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES) HELD BY U.S. HOLDERS OF GOLD FIELDS

Gold Fields ADSs cannot be tendered by means of the enclosed forms of acceptance. These instructions and transmittal materials shall be used only if your clients are residents in the U.S. and hold Gold Fields ordinary shares through a South African financial intermediary or through a U.S. custodian.

October 21, 2004

To South African Intermediaries and U.S. Custodians:

On behalf of Harmony Gold Mining Company Limited, a company organized under the laws of the Republic of South Africa, we hereby inform South African financial intermediaries and U.S. custodians of Harmony’s offer to exchange (i) 1.275 newly issued ordinary shares, nominal value Rand 0.50 per share, of Harmony for each tendered ordinary share of Gold Fields Limited, a company organized under the laws of the Republic of South Africa, nominal value Rand 0.50 per share; and (ii) 1.275 newly issued American depositary shares, or ADSs (each ADS representing one Harmony ordinary share), of Harmony (each Gold Fields ADS representing one Gold Fields ordinary share), in each case on the terms and subject to the conditions set forth in the prospectus, dated October 21, 2004 (the “prospectus”), and the related letter of transmittal and forms of acceptance (collectively, the “U.S. offer”).

The U.S. offer is being made separately from a South African offer, which is open to holders of Gold Fields ordinary shares who are located in South Africa and to holders of Gold Fields ordinary shares who are located outside of South Africa and the United States, if, pursuant to the local laws and regulations applicable to those holders, they are permitted to participate in the South African offer. The U.S. offer and the South African offer are being made on substantially similar terms and completion of the offers is subject to the same conditions. Terms used in this document to the extent not defined herein shall have the same meaning as in the prospectus.

1. Gold Fields Securities Targeted by the U.S. Offer

Harmony is offering to acquire 34.9% of Gold Fields’ issued share capital, including Gold Fields ordinary shares represented by Gold Fields ADSs, and 34.9% of Gold Fields ordinary shares that are or may become issuable prior to the expiration of the offers due to the exercise of outstanding Gold Fields subscription stock options.

2. Terms of the U.S. Offer

For each Gold Fields ordinary share validly tendered and not withdrawn, the tendering holder will receive:

• 1.275 Harmony ordinary shares

For each Gold Fields ADS (each Gold Fields ADS representing one Gold Fields ordinary share) validly tendered and not withdrawn, the tendering holder will receive:

• 1.275 Harmony ADSs (each Harmony ADS representing one Harmony ordinary share)

If Gold Fields approves any dividend or any interim dividend having a payment or ex-dividend date in respect of the Gold Fields ordinary shares, including Gold Fields ordinary shares represented by Gold

Fields ADSs, before the settlement of the offers, the consideration offered in exchange for each Gold Fields ordinary share and each Gold Fields ADS tendered will be reduced by an amount equal to the net value of the dividend paid per Gold Fields ordinary share in the manner described in the prospectus supplement under “The Offer — Consideration Offered After Payment of Gold Fields Dividends”. In respect of any Harmony ordinary share, including any Harmony ordinary shares represented by Harmony ADSs that holders receive in exchange for the Gold Fields ordinary shares or the Gold Fields ADSs that they tender in this exchange offer, such holders will be entitled to receive any interim dividend with respect to Harmony’s first quarter results that is declared on the Harmony ordinary shares and any other dividend that is paid after the settlement of this exchange offer.

Holders of Gold Fields subscription stock options or warrants if any who wish to tender into the U.S. offer must first exercise their options or warrants and then tender the underlying Gold Fields ordinary shares on or prior to the expiration date of the U.S. offer in order to participate in the U.S. offer.

The U.S. offer began on October 21, 2004 and will end at 6:00 a.m., New York City time, on November 26, 2004, unless: (a) the South African Securities Regulation Panel (“SRP”) sets a later expiration date for the tender period of the South African offer, (b) the SRP subsequently extends the tender period of the South African offer, or (c) the offers are withdrawn prior to that time. Harmony intends that the U.S. offer and the South African offer will expire simultaneously. If the South African offer period is extended, Harmony will issue a press release announcing a corresponding extension of the U.S. offer.

The SRP may decide to extend the offer period under certain circumstances related to, among other things, the success of the offers or the initiation of a competing offer, in which case the U.S. offer period will be likewise extended. Your clients must tender their Gold Fields securities before the expiration of the U.S. offer to participate.

Gold Fields securityholders who want to exchange or tender their Gold Fields securities according to the proposed terms must submit the enclosed forms of acceptance, signed by them.

3. Fractional Shares

No fractional Harmony ordinary shares or ADSs will be issued in connection with the U.S. offer. To the extent that Gold Fields shareholders become entitled to fractions of Harmony ordinary shares or ADSs under the terms of the U.S. offer, to the extent practicable, those fractions will be rounded to the nearest whole number. All Gold Fields ordinary shares or ADSs held by a holder will, if it comprises 0.5 or more of a Harmony ordinary share or ADS be rounded up, and, otherwise, will be rounded down to the nearest Harmony ordinary share or ADS.

4. Conditions to the U.S. Offer

For legal reasons in order to satisfy regulatory requirements, Harmony is offering to acquire 34.9% of the outstanding Gold Fields securities through two separate offers:

• a U.S. offer open to all holders of Gold Fields ordinary shares who are located in the United States and to all holders of Gold Fields ADSs, wherever located;

• a South African offer open to all holders of Gold Fields ordinary shares who are located in South Africa and to holders of Gold Fields ordinary shares who are located outside of the United States, if, pursuant to the local laws and regulations applicable to such holders, they are permitted to participate in the South Africa offer.

Taken together, the U.S. offer and the South African offer are for 34.9% of the outstanding Gold Fields ordinary shares, including Gold Fields ordinary shares represented by Gold Fields ADSs, and Gold Fields ordinary shares that are or may become issuable prior to the expiration of the offers due to the exercise of outstanding Gold Fields stock options. According to Gold Fields’ recent filings, there are 491,492,520 Gold Fields ordinary shares outstanding and based on the best available public information. Of these, based on publicly available information, we estimate that 89,502,813 Gold Fields ordinary shares are represented by Gold Fields ADSs and, in addition, we estimate that up to approximately 63,461,593 Gold Fields ordinary shares are held by holders who are located in the United States.

2

The South African offer and the U.S. offer commenced on October 21, 2004. The South African and the U.S. offer are being made on substantially similar terms and completion of the offers is subject to the same conditions. However, holders of Gold Fields ordinary shares who are located in the United States and all holders of Gold Fields ADSs, wherever located, do not have the right to tender their Gold Fields securities in the South African offer and holders of Gold Fields ordinary shares who are not located in the United States do not have the right to tender their Gold Fields ordinary shares in the U.S. offer. This prospectus covers only the U.S. offer for Gold Fields securities.

In addition, Harmony’s obligation to complete the U.S. offer is subject to the condition that the issuance of additional Harmony ordinary shares to be issued on completion of the U.S. offer and the South African offer has been duly approved by the shareholders of Harmony at an extraordinary meeting of shareholders to be held for this purpose, among others, on or about November 12, 2004. This condition is referred to as the “share issuance condition”.

The South African offer is not being made, directly or indirectly, in or into, and may not be accepted in or from, the United States. Copies of the offer documentation being used in the South African offer and any related materials are not being and should not be mailed or otherwise distributed or sent in or into the United States.

The distribution of this prospectus and the making of this U.S. offer may, in some jurisdictions, be restricted by law. The U.S. offer is not being made, directly or indirectly, in or into, and may not be accepted from within, any jurisdiction in which the making of the U.S. offer or the acceptance thereof would not be in compliance with the laws of that jurisdiction. Persons who come into possession of this prospectus should inform themselves of and observe any and all of these restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. We do not assume any responsibility for any violation by any person of any of these laws or restrictions.

5. Centralization of the Orders

You will notify the ADS Exchange Agent of the number of Gold Fields securities for which you received tender orders and deliver the corresponding securities to the ADS Exchange Agent according to the procedures described in the notice of the ADS Exchange Agent Model forms of acceptance to be used by holders of Gold Fields securities in accepting the U.S. offer and tendering Gold Fields securities are attached hereto.

6. Results of the Offers

In accordance with JSE and SRP regulations, Harmony will publish an announcement through SENS, the JSE news service, and through a simultaneous announcement in the press within 4 business days following the expiration date.

7. Right to Dividends

Dividend of Harmony

In respect of the Harmony ordinary shares, including Harmony ordinary shares represented by Harmony ADSs, that holders receive in exchange for their Gold Fields securities, such holders will be entitled to receive any dividend that is paid after the settlement of the offer.

For additional details, see the prospectus under “The Offer — Entitlement to Harmony Dividends”.

Dividend of Gold Fields

If Gold Fields approves any dividend or any interim dividend having a payment or ex-dividend date in respect of the Gold Fields ordinary shares, including Gold Fields ordinary shares represented by Gold Fields ADSs, before the settlement of the U.S. offer, the consideration offered in exchange for each Gold Fields ordinary share and each Gold Fields ADS tendered will be reduced by an amount equal to the net value of the dividend paid per Gold Fields ordinary share, in the manner described in the prospectus under “The Offer — Consideration Offered after Payment of Gold Fields Dividends”.

3

8. Listing of Harmony Ordinary Shares and Harmony ADSs

Harmony ordinary shares are listed on the JSE and trade under the symbol “HAR”. Harmony ordinary shares and Harmony ADSs are listed on the NYSE and Harmony ADSs trade under the symbol “HMY”. The ordinary shares of Harmony are also listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange and are listed on the Premier Marché of Euronext Paris. Harmony’s International Depositary Shares are listed on Euronext Brussels. Harmony will apply for the supplemental listing on the JSE of the Harmony ordinary shares to be issued in these offers. Harmony will apply for the supplemental listing on the NYSE of the Harmony ADSs to be issued in the U.S. offer and, for listing purposes only and not for trading purposes, will apply for the supplemental listing of the Harmony ordinary shares that are represented by such newly issued Harmony ADSs. Harmony will comply with all of the usual requirements of these exchanges within the time periods specified by these exchanges.

9. Tax Regime Governing the U.S. Offer

Please refer to the “Material South African Tax and U.S. Federal Income Tax Consequences” section in the prospectus for a discussion of the tax implications of the U.S. offer.

Your prompt action is requested. We urge you to contact your clients as promptly as possible. The U.S. offer and withdrawal rights will expire at 6:00 a.m., New York City time, on November 26, 2004, unless extended or withdrawn prior to that time. You should forward a copy of the prospectus to your U.S. clients.

Any inquiries that you have with respect to the U.S. offer should be addressed to MacKenzie Partners, Inc., the information agent, at 105 Madison Avenue, New York, New York 10016, (212) 929-5500. You may request copies of the prospectus and prospectus supplement from the information agent.

Very truly yours,

HSBC Securities (USA) Inc.

Investec (US) Inc.

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EX-5.(VIII)

This announcement is neither an offer to purchase or exchange nor a solicitation of an offer to sell or exchange Gold Fields Limited ordinary shares or Gold Fields ADSs (collectively, “Gold Fields securities”). The U.S. Offer (as defined below) is made solely by the Prospectus (as defined below), the related  ADS  Letter  of  Transmittal,  the  related  Form  of  Acceptance and any amendments or supplements thereto, and is being made to all holders of Gold Fields ordinary shares who are located in the United States and to all holders of Gold Fields ADSs, wherever located. The U.S. Offer is not being made to, nor will Gold Fields securities be accepted from or on behalf of, holders of Gold Fields securities in any jurisdiction in which the making of the U.S. Offer or the acceptance thereof would not be in compliance with applicable law. In U.S. jurisdictions where the applicable laws require that the U.S. Offer be made by a licensed broker or dealer, the U.S. Offer shall be deemed to be made on behalf of Harmony Gold Mining Company Limited by HSBC Securities (USA) Inc. and Investec (US) Inc., as joint dealer-managers, or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Harmony Gold Mining Company Limited

Notice of Offer to Exchange

1.275 ordinary shares of Harmony

Gold Mining Company Limited,

for

Each Outstanding Ordinary Share

(held by holders who are located in the United States)

of

Gold Fields Limited

and

1.275 American Depositary Shares of

Harmony Gold Mining Company Limited

for

Each Outstanding American Depositary Share

(held by holders wherever located)

of

Gold Fields Limited

Harmony Gold Mining Company Limited, a company organized under the laws of the Republic of South Africa, is offering to exchange 34.9% outstanding ordinary shares, nominal value Rand 0.50 per share, of Gold Fields Limited, a company organized under the laws of the Republic of South Africa, including Gold Fields ordinary shares represented by American depositary shares (“ADSs”), on the terms and subject to the conditions set forth in the prospectus, dated October 21, 2004 (the “Prospectus”), the related ADS Letter of Transmittal and the related Form of Acceptance (which collectively constitute the “U.S. Offer”). In the U.S. Offer, Harmony will exchange:

• 1.275 newly issued Harmony ordinary shares, nominal value Rand 0.50 per share, for each validly tendered Gold Fields ordinary share; and

• 1.275 newly issued Harmony ADSs (each Harmony ADS representing one Harmony ordinary share) for each validly tendered Gold Fields ADS (each Gold Fields ADS representing one Gold Fields ordinary share).

If Harmony pays any dividend or any interim dividend in respect of the Harmony ordinary shares, including Harmony ordinary shares represented by Harmony ADSs, before the settlement of the U.S. Offer, the consideration offered in exchange for each Gold Fields ordinary share and each Gold Fields ADS tendered will be reduced by an amount equal to the net value of the dividend paid per Gold Fields ordinary share. In respect of any Harmony ordinary share, including any Harmony ordinary shares represented by Harmony ADSs, that a holder receives in exchange for the Gold Fields ordinary shares or the Gold Fields ADSs that such holder tenders in the U.S. Offer, such holder will be entitled to receive any dividend that is paid after the settlement of the U.S. Offer.

No fractional Harmony ordinary share or fractional Harmony ADS will be issued in connection with the U.S. Offer. To the extent that Gold Fields shareholders become entitled to fractions of Harmony ordinary shares or ADSs under the terms of the U.S. Offer, those fractions will be rounded to the nearest whole number.

The U.S. Offer, which is open to all holders of Gold Fields ordinary shares who are located in the United States and to all holders of Gold Fields ADSs, wherever located, is being made separately from a South African offer (the “South African Offer”), which is open to all holders of Gold Fields ordinary shares who are located in South Africa and to holders of Gold Fields ordinary shares who are located outside of South Africa and the United States, if, pursuant to the local laws and regulations applicable to such holders, they are permitted to participate in the South African Offer. Together, the U.S. Offer and the South African Offer (collectively, the “Offers”) are being made for 34.9% of the issued and outstanding Gold Fields ordinary shares, including Gold Fields ordinary shares represented by Gold Fields ADSs, and all Gold Fields ordinary shares that are or may become issuable prior to the expiration of the Offers due to the exercise of outstanding Gold Fields stock options. The Offers are being made on substantially similar terms and completion of the Offers is subject to the same conditions.

Harmony will pay the fees charged by the ADS depositary for Gold Fields ADSs tendered into the U.S. Offer, including any fees charged by the ADS depositary to redeposit Gold Fields ordinary shares underlying tendered Gold Fields ADSs that have been previously withdrawn from deposit with the ADS depositary in the event that the Offers are not consummated. Harmony will pay all charges and expenses of The Bank of New York, which is acting on behalf of Harmony as exchange agent for the Gold Fields ADSs (the “U.S. ADS Exchange Agent”), MacKenzie Partners, Inc., which is acting as the information agent (the “Information Agent”), and HSBC Bank plc and Investec Bank Limited, which are acting as joint dealer-managers (the “Joint Dealer-Managers”), incurred in connection with the U.S. Offer.

THE U.S. OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 A.M., NEW YORK CITY TIME, ON NOVEMBER 26, 2004, UNLESS THE
U.S. OFFER IS WITHDRAWN PRIOR TO THAT TIME. YOU MAY WITHDRAW ANY GOLD FIELDS SECURITIES TENDERED AT ANY TIME
PRIOR TO THE EXPIRATION TIME.

Harmony’s obligation to complete the Offers is subject to the following conditions: (1) the issuance of additional Harmony ordinary shares to be issued on completion of the Offers has been duly approved by the shareholders of Harmony at an extraordinary meeting of shareholders to be held for this purpose (the “share issuance condition”); and (2) the registration statement on Form F-4 with respect to the Harmony securities having been declared effective by the SEC. MMC Norilsk Nickel, Gold Fields’ largest shareholder, (holding, as of October 19, 2003, an aggregate of 20.03% of Gold Fields’ outstanding share capital), confirmed its full support of the Offers. Norilsk also expressed that it will approve the increase in share capital that will be submitted to the extraordinary meeting of shareholders. Harmony has irrevocably committed, upon the successful closing of the Offers, to make an offer for all of the Gold Fields securities not then held by Harmony on the same terms and for the same consideration as in the Offers. In addition, if the Offers are not completed because a condition is not satisfied, or the South African Offer lapses and Harmony withdraws the U.S. Offer, Harmony reserves the right to commence a new offer or not, in its sole discretion, and to make that offer available in the United States or not, in its sole discretion. If the Offers are not successful, or the South African Offer lapses and Harmony withdraws the U.S. Offer, the Gold Fields securities tendered in the U.S. Offer will be returned to tendering holders of Gold Fields securities, without interest or any other payment being due. This should occur within five South African trading days following the announcement of the lapse, withdrawal or failure of the Offers.

The U.S. Offer will expire at 6:00 a.m., New York City time, on November 26, 2004. Harmony intends that the U.S. Offer and the South African Offer will expire simultaneously. If Harmony is required or elects to extend the Offers, it will comply with the notice requirements of the SRP and to the extent it is able, the Exchange Act (as defined below). It will also, no later than the next business day, issue a press release announcing its decision. Harmony’s press release will set forth the expiration date and time of the extended Offers and inform holders of Gold Fields securities subject to the Offers that they may tender, or withdraw their tendered Gold Fields securities at any time until the expiration of the extended offer period.

In accordance with JSE and and South African Securities Regulation Panel regulations, Harmony will publish an announcement through SENS, the JSE Stock Exchange News Service, and through a simultaneous announcement in the press within four South African business days of the expiration of the Offers. Harmony will issue a press release regarding the results of the Offers promptly after each announcement by SENS. Harmony will file those press releases with the SEC.

Holders of Gold Fields ADSs held in certificate form, commonly known as American depositary receipts (“ADRs”), may tender such Gold Fields ADSs in the U.S. Offer by delivering prior to the expiration date the following materials to the U.S. ADS Exchange Agent at one of its addresses set forth on the back cover of the Prospectus: (1) their Gold Fields ADRs, (2) a properly completed and duly executed ADS Letter of Transmittal, or a facsimile copy with an original manual signature, with any required signature guarantees, and (3) any other documents required by the ADS Letter of Transmittal. Holders of Gold Fields ADSs held in book-entry form may tender such Gold Fields ADSs in the U.S. Offer by taking the following actions prior to the expiration date: (A) a book-entry transfer of such Gold Fields ADSs into the U.S. ADS Exchange Agent’s account at the Depository Trust Company (“DTC”), (B) delivery to the U.S. ADS Exchange Agent at one of its addresses set forth on the back cover of the Prospectus of either (1) a properly completed and duly executed ADS Letter of Transmittal, or a facsimile copy with an original manual signature, with any required signature guarantees, or (2) an agent’s message (as defined in the Prospectus), and (C) delivery to the U.S. ADS Exchange Agent at one of its addresses set forth on the back cover of the Prospectus of any other documents required by the ADS Letter of Transmittal. Gold Fields ordinary shares held through a South African financial intermediary may be tendered pursuant to the U.S. Offer only by completing the relevant Form of Acceptance and other transmittal materials sent by the South African financial intermediary and pursuant to the instructions for participating in the U.S. Offer. Gold Fields ordinary shares held through a U.S. custodian may be tendered pursuant to the U.S. Offer only by completing the relevant Form of Acceptance and other transmittal materials sent by the U.S. custodian pursuant to instructions for participating in the U.S. Offer. Gold Fields ordinary shares may not be tendered by completing the ADS Letter of Transmittal. All questions as to the validity, form and eligibility for exchange of any tendered Gold Fields securities will be determined by Harmony, in its discretion, and its determination will be final and binding on the holders of the Gold Fields securities.

If a holder wishes to tender Gold Fields ADSs pursuant to the U.S. Offer and its Gold Fields ADRs are not immediately available or the holder cannot deliver such Gold Fields ADRs and all other required documents to the U.S. ADS Exchange Agent prior to the expiration date, or the holder cannot complete the procedure for book-entry transfer on a timely basis, the holder may nevertheless tender such Gold Fields ADSs provided that all of the conditions following conditions are satisfied: the tender is made by or through an eligible institution; a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by Harmony, is received by the U.S. ADS Exchange Agent as provided in the Prospectus on or prior to the expiration date; and within three NYSE trading days after the date of execution of such notice of guaranteed delivery, the holder delivers to the U.S. ADS Exchange Agent, either: the holder’s Gold Fields ADRs, in proper form for transfer, together with a properly completed and duly executed ADS letter of transmittal or a manually executed facsimile copy, with any required signature guarantee, or a confirmation of a book-entry transfer of the holder’s Gold Fields ADSs into the account of the U.S. ADS Exchange Agent at DTC as described above, together with a properly completed and duly executed ADS letter of transmittal or a manually executed facsimile copy, with any required signature guarantee or an agent’s message. The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile transmission or mailed to the U.S. ADS Exchange Agent. The notice of guaranteed delivery must in all cases include a guarantee by an eligible institution in the form set forth in such notice. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the U.S. ADS Exchange Agent.

Tenders of Gold Fields securities made pursuant to the U.S. Offer may be withdrawn at any time prior to the expiration of the U.S. Offer. For a withdrawal to be effective, the South African financial intermediary, the U.S. custodian or the U.S. ADS Exchange Agent, as applicable, must receive in a timely manner the written or facsimile transmission notice of withdrawal. Any such notice must specify the name of the person who tendered the Gold Fields securities being withdrawn, the number of Gold Fields securities being withdrawn and the name of the registered holder, if different from that of the person who tendered such Gold Fields securities. If Gold Fields ADRs being withdrawn have been delivered or otherwise identified to the U.S. ADS Exchange Agent, then, prior to the physical release of such ADRs, (1) the U.S. ADS Exchange Agent also must receive the name of the registered holder and the serial numbers of the particular Gold Fields ADRs and (2) the signature(s) on the notice of withdrawal must be guaranteed by an eligible institution unless such Gold Fields ADSs have been tendered for the account of an eligible institution. If Gold Fields ADSs have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Gold Fields ADSs. If tendered Gold Fields ordinary shares are being withdrawn, the notice of withdrawal must specify the name and number of the account to be credited with the withdrawn Gold Fields securities. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by Harmony, in its sole discretion, and its determination will be final and binding on the holders of the Gold Fields securities.

If the Offers are successful, Harmony securities will be delivered to tendering holders of Gold Fields securities following the publication by the SRP of the final results of the Offers. Settlement is currently expected to take place approximately seven days following the expiration date of the Offers. Harmony ADSs to be evidenced by ADRs registered in the name of the tendering holder may not be delivered until approximately two weeks after the settlement date.

Harmony’s acquisition of the Gold Fields securities will be accounted for using the purchase method under both IFRS and U.S. GAAP.

If a tendering holder is a non-resident of South Africa and not a member of a special class of taxpayers (as described in the Prospectus under “Material South African Tax and U.S. Federal Tax Consequences”) for South African tax purposes, such holder will not be subject to South African tax on any capital gain or loss recognized, for South African tax purposes, as a result of exchanging such holder’s Gold Fields securities pursuant to the U.S. Offer, unless such holder has a permanent establishment or fixed base in South Africa and the Gold Fields securities exchanged are part of the business property of that permanent establishment or fixed base. For South African tax purposes, the gain or loss, if any, will equal the difference between (a) the fair market value of the Harmony ordinary shares or ADSs such holder receives in the exchange and (b) such holder’s adjusted tax basis in the Gold Fields securities that such holder exchanges.

If a tendering holder is a U.S. holder (as defined in the Prospectus under “Material South African Tax and U.S. Federal Tax Consequences”) and is not a member of a special class of taxpayers (as described in the Prospectus under “Material South African Tax and U.S. Federal Tax Consequences”) for U.S. federal tax purposes, as a result of exchanging Gold Fields securities pursuant to the U.S. Offer, such holder will generally recognize gain or loss, unless (i) the U.S. Offer and the South African Offer are consummated as described herein, (ii) the further offers are consummated promptly after the consummation of the U.S. Offer and the South African Offer and treated as part of the same transaction and, (iii) as a result of the U.S. Offer, South African Offer and the further offers, taken together, not less than 80% of the voting stock and 80% of all other classes of Gold Fields stock are validly deposited and not validly withdrawn (collectively, conditions (i) through (iii) are referred to herein as the primary supporting conditions). However, if the primary supporting conditions are satisfied, it is possible that exchange would be treated as part of a tax-free reorganization for U.S. federal income tax purposes. Exceptions are described in more detail in the Prospectus under “Material South African Tax and U.S. Federal Income Tax Consequences — Tax Consequences of Exchanging Gold Fields Securities — United States federal income taxation — Non-U.S. Holders”.

The information required to be disclosed by Rule 14d-6(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934 (the “Exchange Act Rules”) is contained in the Prospectus and is incorporated herein by reference. In connection with the U.S. Offer, Harmony has delivered a written request to Gold Fields pursuant to Rule 14d-5 of the Exchange Act Rules relating to the use of Gold Fields’ stockholder lists and security position listings. The Prospectus, the related ADS Letter of Transmittal, the related Form of Acceptance and other related materials will be mailed to registered holders of Gold Fields ADSs and to registered holders of Gold Fields ordinary shares in the United States and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Gold Fields securities.

The Prospectus, the related ADS Letter of Transmittal and the related Form of Acceptance contain important information that should be read carefully before any decision is made with respect to the U.S. Offer.

Any questions or requests for assistance or for additional copies of the Prospectus, the related ADS Letter of Transmittal, the related Form of Acceptance and other related tender offer materials may be directed to the Information Agent at its address and telephone number set forth below, and copies will be furnished promptly at Harmony’s expense.

The Information Agents for the U.S. Offer is:

105 Madison Avenue

New York, New York 10016

(212) 929-5500 (Call Collect)

or

CALL TOLL-FREE (800) 322-2885

E-mail: proxy@mackenziepartners.com

The Joint Dealer Managers for the U.S. Offer are:

HSBC Securities (USA) Inc.	Investec (US) Inc.
452 Fifth Avenue	One Battery Park Plaza
New York, NY 10018	New York, NY 10004-1478

October 21, 2004