Share-Based Payments

The group operates the following employee share incentive plans where the group granted share options to certain employees in

exchange for services received:

▪The equity-settled Management Deferred Share Plan (DSP) initially awarded in 2020

▪The equity-settled Katleho ya Moruo ESOP scheme. Shares were issued to the Harmony ESOP Trust on 4 April 2024.

However award letters were issued to employees on 1 July 2024. Refer to critical accounting estimates and judgements

below for further details.

Equity-settled share-based payments are measured at fair value that includes market performance conditions but excludes the

impact of any service and non-market performance conditions of the equity instruments at the date of the grant. The share-

based payments are expensed over the vesting period, based on the group's estimate of the shares that are expected to

eventually vest. The group used an appropriate option pricing model in determining the fair value of the options granted. Non-

market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance

sheet date, the estimates of the number of options that are expected to become exercisable are revised.

The impact of the revision of original estimates, if any, is recognised in the income statement, with a corresponding adjustment to

equity. The proceeds received (if any) net of any directly attributable transaction costs are credited to share capital and premium

when the options are exercised.

Critical accounting estimates and judgements

(a) On 31 January 2024, the shareholders of Harmony approved the establishment of the Katleho ya Moruo ESOP. The

Harmony ESOP Trust subscribed for Harmony shares equal to 2% of the shareholding in Harmony at a value of R100.66

per share equating to a total contribution of R1 274 million. The Trust received funding for the subscription of the shares

from Harmony and the subsidiaries in the Harmony group who will receive the promised services from the eligible

employees. The shares were issued to the Trust on 4 April 2024, while the allocation notices were sent to employees on 1

The trust deed determines that employees will be deemed to have accepted their allocations unless they formally reject

within 10 days from the date of allocation (therefore on or before 10 July 2024). For the Katleho ya Moruo ESOP scheme,

the service/vesting period commenced on 4 April 2024 while the grant date is 10 July 2024. This is when eligible

employees are notified individually, via letters, of their participation unit allocation and acceptance thereof following the

passing of 10 business days. Harmony has to recognise employee services as they are received. Therefore, for the period

of 4 April 2024 to 30 June 2024, share-based payment expenses for the Katleho ya Moruo ESOP scheme were

recognised in advance of the grant date and prior to the participation units being issued.

The fair value of the options granted under the Katleho ya Moruo ESOP was based on an estimation of what Harmony’s

share price would be on the grant date of 10 July 2024. The estimated share price used was R175.65. The actual share

price on 10 July 2024 was R176.36, which has been used for the awards prospectively. For determining the grant date fair

value, Harmony’s share price was deemed appropriate as there were no market conditions attached to the grant.

Expected dividends were not incorporated in the measurement of the fair value as the employees granted awards under

the scheme are entitled to receive dividends on the underlying shares during the vesting period.

34Share-based payments continued

Critical accounting estimates and judgements continued

(b)The fair value of options granted under the DSP:


	Fair value
18 September 2019 - First issue	R45.89 - R56.87
18 September 2020 - Second issue	R74.90
20 September 2021 - Third issue	R45.58 - R57.93
19 September 2022 - Fourth Issue	R42.48 - R47.25
18 September 2023 - Fifth Issue	R84.88 - R105.85
18 September 2024 - Sixth Issue	R162.42 - R203.88

The fair value of the first and second issue of options granted under the DSP was based on the Harmony spot share price

at each grant date, as there were no market conditions attached to the grant. The fair value of the subsequent issues of

options granted under the DSP was determined using a Black-Scholes valuation model. The significant inputs into the

model are:


	DSP
18 September 2024 - Sixth issue
Risk-free interest rate1	7.29% - 7.65%
Expected volatility2	51.74% - 58.95%
Expected dividend yield3	0.11% - 0.71%
Spot price on grant date	R168.28 - R204.55
Vesting period (from grant date)4	3/5 years

1The risk-free rate was derived from a zero-coupon curve stripped from forward rate agreements and swap inputs.

2The volatility was estimated on the historical returns of the Harmony share price over a period matching the time to maturity of the shares.

3The dividend yield was based on Harmony’s dividend forecasts and estimates of future share prices.

4Refer to Vesting under Options granted under the Management Deferred Share Plan below.

Employee share-based payments

The objective of these schemes is to recognise the contributions of employees to the group's financial position and performance

and to retain key employees.

Executive management is encouraged to retain shares when they vest and a minimum shareholding requirement has been

introduced to achieve this. This shareholding is meant to align shareholder and executive objectives to grow total shareholder

return.

The total cost relating to employee share-based payments is made up as follows:


	SA Rand
Figures in million	2025	2024	2023
Katleho ya Moruo ESOP	456	112	—
Management DSP	256	132	114
Total share-based payments	712	244	114

In December 2018, the board approved the new Total Incentive Plan for management which includes deferred shares. The first

allocations under the new plan occurred in October 2019, the subsequent allocations occurring in October of each year since

then. Our shareholders have authorised up to 25 000 000 shares of the issued share capital to be used for this plan. As at

30 June 2025, 6 395 468 shares have been issued in terms of the Management DSP.

On 31 January 2024, our shareholders approved the issue of Harmony shares equal to 2% of the shareholding in Harmony to

the Harmony ESOP Trust. This equated to 12 651 525 shares. These shares will be used to facilitate the non-managerial share-

based payment scheme.

34Share-based payments continued

Employee share-based payments continued

Options granted under the Management Deferred Share Plan

Harmony implemented the Total Incentive Plan, comprising a long-term DSP and a short-term annual cash payment with effect

from 1 July 2019. The total incentive for each management-level employee is determined every year through a balanced

scorecard calculation. The balanced scorecard result includes a number of key short- and long-term company performance

measures (to be measured over trailing three- and one-year periods). The measures are reviewed and defined annually with

appropriate weightings. A portion of the total incentive is paid immediately in cash and the balance is settled by means of

deferred shares.

The awards will vest at a rate of 20% per annum over the following five years for executive directors and prescribed officers, and

one-third per annum over the following three years for qualifying management. The only performance criteria is that the

participant is still employed within the group at time of vesting.

Termination of employees' participation in the share scheme is based on "no fault" and "fault" definitions:


▪Fault	All unvested and unexercised DS not yet vested are lapsed and cancelled
▪No fault	All unvested and unexercised DS will continue in force to vest on the original vesting dates in accordance with the rules of the plan.

Activity on share options


	Number of DS
Activity on DS granted but not exercised	2025	2024
Balance at beginning of year	5 012 332	5 085 520
Options granted	1 984 084	1 993 119
Options exercised	(2 014 976)	(1 765 592)
Options forfeited and lapsed	(71 484)	(300 715)
Balance at end of year	4 909 956	5 012 332


List of options granted but not yet exercised (listed by grant date)	Number of options	Remaining life (years)
As at 30 June 2025
Deferred shares
18 September 2019 – 5 years	63 863	—
18 September 2020 – 5 years	141 001	0.2
20 September 2021 – 5 years	481 971	1.2
19 September 2022 – 3 years	499 382	0.2
19 September 2022 – 5 years	439 580	2.2
18 September 2023 – 3 years	925 576	1.2
18 September 2023 – 5 years	395 002	3.2
18 September 2024 – 3 years	1 523 914	2.2
18 September 2024 – 5 years	439 667	4.2
Total options granted but not yet exercised	4 909 956

34Share-based payments continued

Employee share-based payments continued

Options granted under the Management Deferred Share Plan continued

Activity on share options continued


	2025	2024
18 September 2019 – 5 years
Gain realised by participants on options exercised during the year (R million)	7	3
Weighted average share price at the date of exercise (SA Rand)	180.19	90.60
Remaining life (years)	—	0.2
18 September 2020 – 3 years
Gain realised by participants on options exercised during the year (R million)	—	23
Weighted average share price at the date of exercise (SA Rand)	—	85.46
Remaining life (years)	—	—
18 September 2020 – 5 years
Gain realised by participants on options exercised during the year (R million)	9	4
Weighted average share price at the date of exercise (SA Rand)	179.30	90.60
Remaining life (years)	0.2	1.2
20 September 2021 – 3 years
Gain realised by participants on options exercised during the year (R million)	121	62
Weighted average share price at the date of exercise (SA Rand)	175.17	85.00
Remaining life (years)	—	0.2
20 September 2021 – 5 years
Gain realised by participants on options exercised during the year (R million)	22	9
Weighted average share price at the date of exercise (SA Rand)	179.01	90.60
Remaining life (years)	1.2	2.2
19 September 2022 – 3 years
Gain realised by participants on options exercised during the year (R million)	88	43
Weighted average share price at the date of exercise (SA Rand)	177.44	82.20
Remaining life (years)	0.2	1.2
19 September 2022 – 5 years
Gain realised by participants on options exercised during the year (R million)	16	7
Weighted average share price at the date of exercise (SA Rand)	180.25	93.32
Remaining life (years)	2.2	3.2
18 September 2023 – 3 years
Gain realised by participants on options exercised during the year (R million)	83	—
Weighted average share price at the date of exercise (SA Rand)	175.18	—
Remaining life (years)	1.2	—
18 September 2023 – 5 years
Gain realised by participants on options exercised during the year (R million)	10	—
Weighted average share price at the date of exercise (SA Rand)	179.26	—
Remaining life (years)	3.2	—

34Share-based payments continued

Employee share-based payments continued

Options granted under the Katleho ya Moruo ESOP

Following the expiration of the Sisonke Employee Share Ownership Plan in 2022, Harmony approved the establishment of the

Katleho ya Moruo ESOP in January 2024. The scheme aims to continue facilitating beneficial interest and ownership by non-

managerial employees in South Africa (the beneficiaries) of Harmony shares in order to:

▪Facilitate economic empowerment of Harmony’s employees

▪Incentivise Harmony’s employees, so as to promote the shared interests of employees and shareholders in the value growth

▪Further align the interests of the Harmony shareholders and those of the employees of Harmony.

The shares were issued to the Harmony ESOP Trust (the Trust) on 4 April 2024. Each beneficiary under the scheme is awarded

360 Participation Units (PU) from 1 July 2024 if they qualified for the scheme upon its formation or within six months of the

formation thereof. Thereafter, qualifying employees will be awarded PU on a pro-rata basis in line with the scheme rules.

Participation Unit refers to the vested rights of a beneficiary to an equal number of Harmony shares held by the Trust. The PU

will vest after a service period of five years commencing on 4 April 2024. The only performance criteria is that the participant is

still employed within the group at time of vesting. The Katleho ya Moruo ESOP is equity-settled.

Termination of employees' participation in the share scheme is based on "no fault" and "fault" definitions:


▪Fault	All unvested and unexercised PU are lapsed and cancelled
▪No fault	Accelerated vesting occurs and all unvested and unexercised PU are settled in accordance with the rules of the plan.

Activity on share options


	Number of PU
Activity on PU granted but not exercised	2025	2024
Balance at beginning of year	—	—
Options granted	11 851 218	—
Options exercised	(483 342)	—
Options forfeited and lapsed	(219 276)	—
Balance at end of year	11 148 600	—


	2025	2024
Gain realised by participants on options exercised during the year (R million)	100	—
Weighted average share price at the date of exercise (SA Rand)	207.46	—
Remaining life (years)	3.8	—