Gold Fields : to Acquire Yamana Gold

Gold Fields Limited

(Reg. No. 1968/004880/06)

(Incorporated in the Republic of South Africa)

JSE, NYSE, DIFX Share Code: GFI

ISIN Code: ZAE000018123

(Gold Fields or the Company)

GOLD FIELDS TO ACQUIRE YAMANA GOLD INC. - A COMBINATION FOR LONG-TERM VALUE CREATION FOCUSED ON QUALITY GROWTH, FINANCIAL DISCIPLINE AND SHAREHOLDER RETURNS

Highlights:

• Transaction creates a diversified top-4 gold global major with a diversified portfolio of high- quality, long-life assets with tangible near and long-term growth opportunities
• Strengthened financial and operational capacity with complementary cash flow and growth profiles
• Combined Group (as defined in paragraph 3) will be headquartered in Johannesburg with operations across Canada, Australia, South America, Ghana and South Africa
• All share offer by Gold Fields at an Exchange Ratio (defined below) of 0.6 Gold Fields Consideration Shares (defined below) for each Yamana Share (defined below) implying a valuation for Yamana of USD6.7 billion

1. BACKGROUND

1. The Board of Directors of Gold Fields (the Gold Fields Board) is pleased to announce that it has entered into a definitive agreement with Yamana Gold Inc. (Yamana) for Gold Fields to acquire all the issued and outstanding common shares in the capital of Yamana Inc. (Yamana Shares) in a share-for-share exchange transaction (the Transaction), which values all of the issued and outstanding Yamana Shares at approximately USD6.7 billion based on the ten-day volume weighted average traded price (VWAP) of the Gold Fields ADSs (as defined below) on the New York Stock Exchange (NYSE) of USD11.59 (equivalent to ZAR180.39 based on the prevailing daily USD/ZAR exchange rate on Friday, 27 May 2022).
2. Pursuant to the terms of the Transaction, the consideration payable to the shareholders of Yamana (Yamana Shareholders) at closing of the Transaction will consist of:

1.2.1	newly issued ordinary shares in Gold Fields (Gold Fields Shares); or
1.2.2	at the election of Yamana Shareholders, newly issued Gold Fields American
	depositary shares, which each represent one Gold Fields Share (Gold Fields

ADSs, and together with the Gold Fields Shares to be issued as consideration under the Transaction, the Gold Fields Consideration Shares),

in accordance with the fixed exchange ratio of 0.6 of a Gold Fields Consideration Share (Exchange Ratio) for each Yamana Share outstanding at the effective time (Effective Time) of the Transaction (the Transaction Consideration), subject to the fulfilment or waiver, as the case may be, of the conditions precedent to the Arrangement Agreement (as defined below) set out in paragraph 6 below (Conditions Precedent).

1. The Transaction will be implemented by way of a plan of arrangement of Yamana (the Plan of Arrangement) under Section 192 of the Canada Business Corporations Act (the CBCA) pursuant to an arrangement agreement entered into between Gold Fields and Yamana dated 31 May 2022 (Arrangement Agreement) in terms of which, inter alia, Yamana Shareholders will receive Gold Fields Consideration Shares in accordance with the Exchange Ratio either in the form of Gold Fields Shares, which are listed on the Johannesburg Stock Exchange (JSE), or Gold Fields ADSs, which are listed on the NYSE.
2. The Board of Directors of Yamana (Yamana Board) has unanimously approved the Transaction and is recommending to Yamana Shareholders that they vote in favour of the Transaction. In addition, all of the Directors of Yamana and Senior Officers of Yamana have entered into binding voting support agreements with Gold Fields under which such individuals have agreed to support and vote their Yamana Shares in favour of the Transaction.
3. The Yamana Board has received fairness opinions from Canaccord Genuity Corp. and Scotiabank that, as of the date of each such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in each such opinion, the Transaction Consideration to be received by Yamana Shareholders is fair from a financial point of view to Yamana Shareholders.
4. Following completion of the Plan of Arrangement, the Yamana Shares will be delisted from the Toronto Stock Exchange (TSX), NYSE and London Stock Exchange (LSE), while the listings of the Gold Fields Shares will continue on the JSE, and the listing of the Gold Fields ADSs will continue as a secondary listing on the NYSE.

2. ABOUT YAMANA

1. Yamana is a leading Canada-based precious metals producer with significant gold and silver production, development and exploration stage properties and land positions throughout the Americas, including Canada, Brazil, Chile and Argentina.
2. The Yamana Shares are listed on the TSX, NYSE and the LSE.
3. Yamana is headquartered in Toronto, Canada. As set out in the following table, Yamana's total attributable production for the last twelve-month period (LTM) ended 31 March 2022 was 1,018 Koz and total proven and probable mineral reserves for the financial year ended 31 December 2021 was 32,155 Koz.

			Proven & Probable
			Reserves (Koz) as at		LTM Production (Koz)
			31 December 2021		as at 31 March 2022
		Canadian Malartic
	(50%)
		Canada	1,767*	348*
		Jacobina	2,938		190
		Brazil
		Cerro Moro	734	166
		Argentina
		El Peñón	1,300	233
		Chile
		Minera Florida	534	80

		Proven & Probable
		Reserves (Koz) as at		LTM Production (Koz)
		31 December 2021		as at 31 March 2022
	Chile
	Wasamac	1,910		-
	Canada
	Jeronimo (57%)	1,082*	-
	Chile
	MARA (56.25%)	21,889*	-
	Argentina
	Total	32,155	1,018

Source: Yamana public filings

Note: Represented in gold equivalent ounces (GEO) using long-term commodity price forecasts of US$1,600/oz Au; US$20/oz Ag; US$3.50/lb Cu; US$9.63/lb Mo

• Represents Yamana's percentage share ownership

3. RATIONALE FOR THE TRANSACTION

1. The Gold Fields Board believes that the Transaction significantly strengthens the ability of the combined group (the Combined Group) to deliver on its three strategic pillars: maximisation of asset potential; advancement of ESG commitment; and growth of the value and quality of the portfolio of its assets. The Combined Group has the potential to create significant long-term value for shareholders through greater scale, an industry- leading portfolio, enhanced production profile with significant growth potential, operational and geological synergies, and a strengthened financial profile for future growth and shareholder returns.
2. The Transaction has a compelling rationale and is expected to provide considerable benefits to the shareholders of Gold Fields (Gold Fields Shareholders), Yamana Shareholders and the Combined Group's employees and stakeholders. The Transaction will bring together two highly complementary gold portfolios with an enhanced long-term value proposition, centred around:

3.2.1	Growing the value and quality of our portfolio of assets with an industry-leading
	combined portfolio of high-quality assets comparing favourably to the scale, cost
	and life of the premium-rated majors, and an appropriate balance of existing
	production with future growth;
3.2.2	Enhanced geographical diversification with a combined portfolio of high-quality
	assets across the world's premier mining jurisdictions in Canada, Australia, South
	America, Ghana and South Africa, with risk mitigated through a balanced
	geographical spread and majority exposure to OECD countries;
3.2.3	Strengthened financial position driven by Gold Fields and Yamana's highly
	complementary cash flow generation profiles with strong near-termoperating
	cash flows from producing assets, healthy balance sheets and staggered major
	capital investment cycles providing the Combined Group with greater capacity to
	fund its project pipeline without compromising balance sheet flexibility or
	shareholder returns;
3.2.4	Industry-leadinggrowth pipeline combining Gold Fields's track record in portfolio
	optimisation and project development with Yamana's current assets and deep

	pipeline with accelerated growth potential. The Combined Group will benefit from
	the near-term growth of Gold Fields' Salares Norte and South Deep mines, and
	longer-term growth from Yamana's Wasamac, Malartic Odyssey and MARA projects
	as well as additional opportunities in Yamana's high-quality exploration pipeline;
3.2.5	Complementary cultures and aligned strategic priorities with shared values as
	disciplined, value-driven companies focused on operational delivery, capital
	allocation, portfolio management responsible growth and shareholder returns
	underpinned by a strong focus on people, particularly their safety, and upholding
	leading sustainability and ESG performance. The Combined Group will continue to
	commit to Gold Fields' 2030 decarbonisation, environmental, safety and health,
	diversity and stakeholder value creation targets; and
3.2.6	Initial target pre-tax synergies of approximately US$40 million per year
	anchored in operational integration, as well as potential financing synergies and a
	streamlining of overhead cost structures.

1. The Gold Fields Board believes that offering the Gold Fields Consideration Shares is the best way to capture and unlock growth opportunities while still maintaining financial flexibility, capital and operational discipline, and providing attractive returns to shareholders. Strong near-term operating cash flows from Gold Fields's producing assets complement the manageable capital requirements of Yamana's world class, high return project portfolio, providing greater capacity to fund the combined growth pipeline internally while maintain shareholder returns in line with its existing policy.
2. Yamana is a natural strategic fit for Gold Fields, with its high quality, diversified portfolio of long life assets located in mining friendly rules-based jurisdictions across the Americas, including its five producing mines and pipeline of development projects and exploration properties and with a shared focus on health and safety and ESG performance. With the combination of Yamana and Gold Fields's portfolio of assets, Gold Fields will become a new global gold major able to create value at every stage of its pipeline. The Combined Group will maintain its presence in all regions while continuing to honour commitments to stakeholders. Gold Fields believes the Transaction offers employees and communities more opportunities in the long-term given its track record of ongoing investment in the regions in which it operates.
3. Chris Griffith, Chief Executive of Gold Fields said: "Today we are announcing the acquisition by Gold Fields of Yamana, two companies with complementary portfolios, cultures and strategic priorities. The result is a combination with much greater capacity and potential value than the sum of its parts. Each company brings with it a unique set of skills and geological knowledge, enabling the Combined Group to enhance its assets over the long-termmore efficiently than they could as separate companies.
   Today's announcement is the result of a robust and extensive process carried out by Gold Fields' Board and management team to identify the optimum solution to support our revised strategy. Yamana's high-quality asset base in the Americas and strong development and exploration pipeline will further diversify the geography of our portfolio, creating a top-4 global gold major, well positioned to deliver long-term value creation. Combined, Gold Fields will boast an industry leading portfolio of high-quality,long-life flagship assets that span some the world's most established gold mining jurisdictions.
   Like Gold Fields, Yamana is focused on operational delivery, disciplined capital allocation, portfolio management, maximising shareholder returns, and upholding leading

sustainability, safety and ESG performance. These shared priorities are foundational to this Transaction."

4. TRANSACTION CONSIDERATION

1. Subject to the terms and conditions of the Plan of Arrangement and the Arrangement Agreement, the Transaction Consideration payable to Yamana Shareholders at closing of the Transaction will consist of 0.6 Gold Fields Consideration Shares issued in exchange for each Yamana Share held at the Effective Time and acquired by Gold Fields pursuant to the Plan of Arrangement in accordance with the Exchange Ratio.
2. Based upon the ten-day VWAP price of the Gold Fields ADSs on the NYSE of USD11.59 (equivalent to ZAR180.39 based on the prevailing daily USD/ZAR exchange rate) on Friday, 27 May 2022, being the last trading day on the NYSE prior to the date of this announcement, the Transaction values the entire issued and outstanding Yamana Shares at approximately USD6.7 billion. The Transaction Consideration represents a premium of 33.8% to the ten-day VWAP of the Yamana Shares on the NYSE of USD5.20 on such date based on such Gold Fields ADS ten day VWAP of USD11.59.
3. Upon closing of the Transaction, it is anticipated that Gold Fields Shareholders and Yamana Shareholders will own approximately 61% and 39% of the Combined Group, respectively.

5. SALIENT TERMS OF THE TRANSACTION

1. The Transaction will be effected by way of the Plan of Arrangement under Section 192 of the CBCA, pursuant to which all of the issued and outstanding Yamana Shares at the Effective Time will be acquired by a wholly-owned indirect subsidiary of Gold Fields in exchange for the Transaction Consideration to be settled by Gold Fields in the form of the Gold Fields Consideration Shares. The Transaction will require the approval of at least 66⅔% of the votes cast by Yamana Shareholders on the special resolution of Yamana Shareholders approving the Plan of Arrangement voting in person or represented by proxy at a special meeting of Yamana Shareholders called to consider the Transaction (Yamana Meeting). The Transaction will also require the approval of certain resolutions pertaining to the implementation of the Transaction by Gold Fields Shareholders (the Gold Fields Transaction Resolutions), including in respect of, inter alia, the issuance of the Gold Fields Consideration Shares under the Transaction which requires the approval of at least 75% of the voting rights exercised on such resolution by Gold Fields Shareholders at an extraordinary general meeting of Gold Fields Shareholders called to approve the Transaction and matters related thereto (the Gold Fields General Meeting). The Transaction is also subject to approval by the Ontario Superior Court of Justice (Commercial List) (the Canadian Court), applicable stock exchange approval, applicable regulatory approvals in a number of jurisdictions, including approval under the Competition Act (Canada) and Investment Canada Act (Canada) and approval of the Financial Surveillance Department of the South African Reserve Bank, and other closing conditions customary in transactions of this nature, including the Conditions Precedent.
2. As Yamana will become a wholly-owned subsidiary of Gold Fields after the completion of the Plan of Arrangement, Gold Fields will, in terms of paragraph 10.21 of Schedule 10 of the JSE Listings Requirements, ensure that (i) the provisions of Yamana's constitutional documents do not frustrate Gold Fields in any way from compliance with its obligations in terms of the JSE Listings Requirements, and (ii) nothing contained in Yamana's