Harmony Gold Mining Co. Ltd. · JSE:HAR

Harmony Gold Mining — Gold Fields — Merger or Acquisition (November 2004)

32 slides from Harmony Gold Mining's merger presentation, Nov 9, 2004

  1. Slide 1: Filed by Harmony Gold Mining Company Limited pursuant to Rule 425

    Filed by Harmony Gold Mining Company Limited Pursuant to Rule 165 and Rule 425 under the United States Securities Act of 1933, as amended Subject Company: Gold Fields Limited Commission File No. 333-119880 Date: November 9, 2004 Filed Subject WHILE “THE IN (IAN 9 NOVEMBER SOUTH by COCKERILL, HARMONY

  2. Slide 2: Notice

    NOTICE In register by Gold they Investors Statement documents (212) This to or (including of prior Forward-looking Statements facts. and expressions. uncertainties closing the Harmony. that actual discussed Factors” information described sell connection sale regulation. Gold Gold United services, fo

  3. Slide 3: The Harmony Way

    THE A Four – We Flattens Empowers Creating No Harmony set cornerstones HARMONY frills of believe management the value isindividuals in management a lean the isWAY about ability operation practices and the of structure management business alland ourphilosophies people of gold teams. mining that

  4. Slide 4: Demonstrable cost reductions achieved

    DEMONSTRABLE ACHIEVING Actual Operation Labour Stores Electricity Other Contractors Average Source: EvanderCosts2 4% savings cost Harmony achieved St.8% andand Helena 1% 20% St 7% SIGNIFICANT 13% Water achieved Helena 2% 18% (2)% company 33% Randfontein 2% 4% TRACK 2% 8% (3)% were 32% 2% (1)% in5% 8

  5. Slide 5: The R1 billion cost savings target is achievable

    THE R1 Projected Head Labour Payroll Stores Electricity Other Contractors Partial Additional Total Capital Cost South 6,729 Savings office costs2 264 CONOPS cost Optimisation 1BILLION 2 Management 66 cost 2004 and 4% Development African 66 140 1% 297 from savings 395 Water 1% (R 98 198 4.5% To132 6%

  6. Slide 6: Evander: operating margin comparison

    -Operating 0 5,000 10,000 15,000 20,000 (Rand/kg) EVANDER Beatrix Kloof Driefontein Evander 5,000 margin, WOULD – A SUCCESFUL SeptNOW 2005BECASE GOLDSTUDY FIELDS MOST PROFITABLE OPERATION

  7. Slide 7: Evander: profitable in 2.5 years

    EVANDER Historic Closure Rand/tonne P 0 100 200 300 400 500 600 development 2004 2003 2002 2001 2000 1999 Acquired re-acquisition of cost from E3 real PROFITABLE reduction costs &Gold 1998 E9 shafts Fields analysis management IN 2,5 – Evander YEARSfor R450 million Cumulative profit since acquisition

  8. Slide 8: We have a track record of delivery

    WE “They why Nick We Harmony SoSay HAVE it we’ve Holland, Say hashas taken A had TRACK aCFO proven tosospend long of RECORD Gold track to a great bring Fields record deal significant OF(28 inof DELIVERY extracting October time cost really 2004) value savings understanding and to this shareholders)”

  9. Slide 9: Harmony's track record is sustainable

    THIS550 Average 600 Rand/tonne 18% 12% 546 Gold 413 Source: Harmony WE HAVE increase Fields TRACK Harmony 500 underground ACHIEVED 450 over RECORD 400 analysis FY03 350 total THIS IS 300 based cash REFLECTED ON cost onAGold in SUSTAINABLE South Fields INAfrica, OUR and PERFORMANCE Harmony year BASIS

  10. Slide 10: Harmony believes merger will create shareholder value

    HARMONY Harmony Gold BREAKEVEN The Consensus NPV Accretion Source: Enlarged value of per Fields Harmony 15% 20% cost Harmony Gold 2,358 toNPV analysis 3,322 savings Gold BELIEVES cost Group Fields AT 321 US$m per savings analysis 491 field’s 15% share 7.35 share R9bn excluding including share 6.76 S

  11. Slide 11: Our approach to dealing with cost is fundamentally different

    OUR IS “They Ian We Harmony higher IfFUNDAMENTALLY Cockerill, Say you Say APPROACH grade look is more ore atGold the bodies cost cost TO Fields efficient DEALING and performance DIFFERENT CEO its tendency at(19 managing WITH October at Gold toCOST high its 2004) Fields South grade over African rathe

  12. Slide 12: Long-term underlying performance trends speak for themselves

    South 600 Rand/tonne Sept 21% Harmony Source: THE 500 2001 Working LONG UNDERLYING Africa Harmony 400 Gold Dec–300 underground cost TERM 2001 Fields 200 analysis development Mar PERFORMANCE TRENDS 2002 total based June cash cutbacks SPEAK on Harmony 2002 cost,FOR OF 13% Sept GOLD and THEMSELVES 2001

  13. Slide 13: Even more so in terms of our restructuring initiatives

    EVEN South 100,000 Sept Gold Harmony Source: BENEFITS 2001 Fields Africa MORE Harmony 80,000 increase Gold Dec OF increase underground SO 2001 Fields OUR 60,000 analysis since INMar since RESTRUCTURING R/kg 40,000 Sept 2002 total Sept based TERMS 2001 20,000 June cash 2001 on: Harmony 2002 24% cost,

  14. Slide 14: An unsustainable situation?

    AN Gold Rand 200 400 600 800 1,000 1,200 1,400 Dec Mar June Sept Surface S 0 10 20 30 40 Underground Source: OVER eptUNSUSTAINABLE urface 2001 2002 2003 2004 2001 2002 2003 2004 Fields’ (millions) THE operating contribution Harmony PAST South contribution profit analysis African 5 to QUARTERS, South

  15. Slide 15: What has Gold Fields achieved with its spend?

    WHAT ITS They “Over potentially We As “… Ian for Cockerill, Say acknowledge certain CAPEX Say the HASlast future have projects SPEND? GOLD Gold year R10 South the Gold Fields ofFIELDS amount billion aAfrican non-essential Fields CEO CEO, worth of ACHIEVED has projects: money (19 at of Gold spent Oct

  16. Slide 16: Development mismanagement

    DEVELOPMENT Total (18%) 15% Development Metres Kloof Wrong Exploitation Square 25 Sept Gold Source: Harmony MISMANAGEMENT 202002 Fields Development, 15 Driefontein way metres 55,000 14,000 Gold Harmony 10 Gold Dec2002 Dec toRatio, Fields Metres cut mined/metres 50,000 13,000 2002 fields and costs Be

  17. Slide 17: All going the wrong way?

    ALL800 Gold ‘000 900 Sept 19% Source: GOLD 2001 ounces THE Fields’ FIELDS Gold 700 Dec TRENDS South 600 Fields’ 2001 HIGH 500 African Mar GOING annual 400 LEVEL 2002 underground and THE June OF quarterly WRONG CAPEX 2002production, Sept reports HAS WAY? 2002 NOT Dec Sept INCREASED 2002 2001 Mar - Se

  18. Slide 18: Gold Fields' reserve base at a higher grade

    GOLD Gold Million 24% Harmony’s Ounces 148% 80 1999 Source: AT 70 A 2000 Fields’ HIGHER 60FIELD’S (million) ounces Gold Harmony 502001 reserve 40 South Fields 30 RECOVERY 2002 RESERVE annual 20 African base annual 10 2003 analysis 0reports, reserve reports 2004 BASE GRADE, asbase DECLINED at financi

  19. Slide 19: Gold Fields has not developed adequate replacement reserves

    Hormany (45%) Ounces(millions) 81,000 Source:Gold 70 73,60(11%) Gold Sources: 95% GOLD 60of Fields price(10%) price 5090,000 FIELDS harmaony Harmony 40 reserves (Rand/) (Rand/kg) South Gold 30 Fields 20 HAS SOUTH price(10%) reserves Africa 10 2004 2004 0NOT annual AFRICAN annual reserves represented

  20. Slide 20: Harmony cost savings will reduce breakeven and increase reserves

    15% 11.1 Breakeven Project Reserves “potential” Driefontein Kloof 22.6 Source:Gold HARMONY COST KEA Eba below 86,198 Gold Reserves 89,056 9# 5# SAVINGS Fields WILL 97,382 85,057 infrastructure price 10.9 3.4 2004 REDUCE (m under 11.1 83 ANICIPATED oz) mineral Gold (m CAPEX oz) resources Fields’manag

  21. Slide 21: Gold Fields is required to fund the Mvelaphanda loan

    WILL Gold -Rand 0 500 1,000 1,500 Dec -1,000 Cash Capex Source: R400 5002002 Fields’ flow (millions) M GOLD Gold PER Mar from cash Fields ANNUM FIELDS 2003 operating flow annual June from EXPERIENCE IS2003 activities REQUIRED and operating Sept quaterly less 2003 activities, ATO capex reports CASH D

  22. Slide 22: Gold Fields cash flow has been directed offshore

    Gold -Rand 0 200 400 600 Dec -400 Source: GOLD 2002002 Fields’ (millions) FIELDS Gold MarSouth International Fields 2003 CASH SHAREHOLDERS African annual June FLOW 2003 cash cash andoperating Sept HAS quarterly operating 2003 HAVE BEEN profit reports Dec profit CARRIED DIRECTED 2003 less lesscapex,

  23. Slide 23: Gold Fields shareholders are well rewarded

    GOLD “Based Board Harmony Average Shareholding Revenues EBITDA1 Market EV2 Consensus Production, Reserves, Resources 0 Gold 10 20 61% Fields ofFIELDS cap2 on 30 Gold Directors and Moz 57% 39% (M&I), (M&2I), the 59% 40 NPV1 ‘000 Cost 62% in Gold 50 Fields Board 55% 43% 29% the SHAREHOLDERS oz 60 savi

  24. Slide 24: Is their performance really impressive?

    IS THEIR Kilograms WMC Gold Rand Acquisition Sept Mar International Source: 1999 2003 1997 Fields’ (millions) gold Gold June Dec PERFORMANCE 35,000 asset of South South Fields’ capital 1997 1999 2003 800 acquisition 30,000 African Africa 700 Mar Sept annual hungry 600 1998 25,000 1999 2003 and and 5

  25. Slide 25: Their international assets are being sold on the cheap

    THEIR Rand Sept Dec 80 (16%) South Source: Gold Ounces 40 1999 708% Sources: International 702002 301997 Fields’ 2000 (millions) 60 20 Africa PERFORMING (millions) Gold Gold 50 10 Mar Dec 2001 0International South South Fields Fields 2003 1997 1,200 2002 Africa African Africa annual June Mar annual

  26. Slide 26: Gold Fields is contractually committed to IAMGOLD

    ISthe They “Our future” “… Cockerill, We If Gold Potential GOLD Say I shareholders Fields think Say IAMGold Willie further FIELDS Gold that will Jacobsz, what Fields transaction only dilution largely CONTRACTUALLY people have CEO Gold asfeel ais the (3 don’t 70% Fields completed, that November enlar

  27. Slide 27: Gold Fields re-rating claims are unjustified

    Relative Rebased 18 170 10-Aug Harmony Source: GOLD October 160FIELDS Datastream 24Aug 150 share toUS$ 10 2004 140 August price IAMGold 7-Sept RE-RATING ONLY Harmony 130performance, 120 2004, 21-Sept OUTPERFORMED US$ 110 announces US$-denominated CLAIMS 100 Gold 5-Oct 10 90Fields August 18-Oct offer

  28. Slide 28: The value destruction leakage to Gold Fields shareholders

    THE VALUE Actual 4,500 1,500 Gold Source: Fields’ 4,000 1,729 value Harmony 3,500 3,008 international destruction LEAKAGE analysis 3,000 3,936 2,678 2,500 inassets, TO based theGOLD 2,000 (43%) proposed on 10Auf publicly 1,500 FIELDS (32%) 041 IAMGold 1,000 “See available SHAREHOLDERS 500 through” t

  29. Slide 29: Gold Fields belongs to its shareholders, let them decide

    GOLD They Q: Bernard you Willie Job to advice, breach fiduciary Web We Divert Issues THEIR offers. The SRPlook “Criminal say as that purpose significant Competition rejects interview, say of Jacobsz: custodians attention of FIELDS at and CAMPAIGN Swanepoel much?”. sharteholders duty the this where t

  30. Slide 30: Our offer is a full and fair premium

    WE “They premium -Harmony’s We are merger Fields’ weighted eliminate Gold to rumours INACCURATE Ian As announcement. totally say OFFER of Cockerill, Fields’ Fields say average represents Monday’s of was average the inaccurate. astated share Aarguments bid distorting inFULL 30 Gold RUMOURS fact by pr

  31. Slide 31: Net changes in resources between January and June 2004

    NET130.60 Inferred Harmony (Disclosure SRK The CHANGES Resources Resources Resources million of total Jan INIndicated ounces possible 2004 June RESOURCES (Report 2004 were economic Resources (cut deemed dated BETWEEN off(up 250cmg/t April Measured conservative to US$ 2004) JANUARY or 1000/oz) Resour

  32. Slide 32: Net changes in reserves between January and June 2004

    NET All SRK Jan 1 2 3 4 5 6 Harmony Acquisitons Added Various Vamping Depletion Conversion figures 2004 CHANGES Reserves reserves (SRK) Reserves mine in gold bymillions of (PNG) Jan mining planning (old probable –at IN June 2004 June Free RESERVES gold) 1.84 of -0.70 2004 (Report 2004 issues, State

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