Objects and Purposes
Harmony's objects are set forth in Paragraph 3 of its Memorandum of Association and include:
· to acquire by purchase, cession, grant, lease, exchange or otherwise any movable or immovable property,
mines, mineral property, claims, mineral rights, mining rights, mining leases, mining titles, mynpachts, lands, farms, buildings, water rights, concessions, grants, rights, powers, privileges, surface rights of every description, servitudes or other limited rights or interests in land and mineral contracts of every description; and any interest therein and rights over the same; and to enter into any contract, option or prospecting contract in respect thereof, and generally to enter into any arrangement that may seem conducive to Harmony's objects or any of them;
· to carry out all forms of exploration work and in particular to search for, prospect, examine, explore and
obtain information in regard to mines, mineral properties, claims, mineral rights, mining rights, mining leases, mining titles, mynpachts, mining districts or locations and ground and soil supposed to contain or containing precious stones, minerals or metals of every description;
· to open, work, develop and maintain gold, silver, diamond, copper, coal, iron and other mines, mineral and
other rights, properties and works, and to carry on and conduct the business of raising, crushing, washing, smelting, reducing and amalgamating ores, metals, minerals and precious stones, and to render the same merchantable and fit for use and to carry on all or any of the businesses of miners, mineralogists, metallurgists, amalgamators, geophysicists, smelters, quarry owners, quarrymen and brickmakers;
· to buy, sell, refine and deal in bullion, specie, coin and precious and base metals, and also precious stones
and other products of mining; and
· to employ and pay mining experts, agents and other persons, partnerships, companies or corporations, and
to organize, equip and dispatch expeditions for prospecting, exploring, reporting on, surveying, working and developing lands, farms, districts, territories and properties in any part of the world, whether the same are the property of Harmony or otherwise.
Disclosure of Interests
A Harmony director may not vote in respect of any contract or arrangement in which he or she is interested, and may not be counted in the quorum for the purpose of any resolution regarding such a contract or arrangement. This restriction does not apply, however, to:
· any arrangement for giving the director a security or indemnity in respect of money lent, or an obligation
undertaken, by such director for the benefit of Harmony;
· any arrangement by which Harmony gives any security to a third party in respect of a debt or obligation of
Harmony for which the director himself or herself has assumed responsibility, in whole or in part, whether under a guarantee or indemnity or by the deposit of a security;
· any contract by the director to subscribe for or underwrite shares or debentures of Harmony;
· any contract or arrangement with a company other than Harmony, in which the director holds or controls,
directly or indirectly, no more than one percent of shares representing either (i) any class of the equity share capital of that company or (ii) the overall voting rights of that company; or
· any retirement scheme or fund which relates to both directors and to employees (or a class of employees)
and does not accord to any director, as such, any privilege or advantage not generally accorded to the employees to which such scheme or fund relates.
The restrictions preventing directors from voting in respect of contracts or arrangement in which they are interested may be suspended or relaxed at any time, either generally or in respect of particular circumstances, by the holders of 75% Harmony's ordinary shares who are present and voting in a general meeting.
A director, notwithstanding his of her interest, may be counted in the quorum present at any meeting where: (i) he or she or any other director is appointed to hold any office or position of profit in Harmony; (ii) the directors resolve to exercise any of Harmony's rights to appoint, or concur in the appointment of, a director to hold any office or position of profit in any other company; or (iii) the terms of any such appointment are considered or varied. At this meeting, each director may vote on the matters listed above, but no director may vote in respect of his or her own appointment, or the arrangement or variation of the terms of his or her own appointment.