GOLD FIELDS LIMITED - Gold Fields Announces Termin8 Nov 2022
Gold Fields Announces Termination Of Arrangement Agreement With Yamana

Gold Fields Limited
(Reg. No. 1968/004880/06)
(Incorporated in the Republic of South Africa)
ISIN Code: ZAE000018123
(Gold Fields or the Company)

Gold Fields Announces Termination Of Arrangement Agreement With Yamana


      Shareholders are referred to the announcements published by Gold Fields on 31 May 2022,
      11 July 2022, 4 October 2022, 24 October 2022, 4 November 2022, 7 November 2022 and
      today, 8 November 2022 (Previous Announcements) regarding the proposed acquisition of all
      the issued and outstanding common shares of Yamana Gold Inc. (Yamana) pursuant to a plan
      of arrangement (the Transaction). Capitalised terms not defined in this announcement have the
      meaning given to such terms in the Previous Announcements as applicable.


      As a result of Yamana entering into an arrangement agreement with Pan American Silver Corp.
      and Agnico Eagle Mines Limited and announcing a change in recommendation, Gold Fields has
      terminated the Arrangement Agreement in respect of the Transaction. In accordance with the
      terms of the Arrangement Agreement, Yamana is required to pay Gold Fields a termination fee
      in the amount of US$300 million within two business days from the date hereof.

      Gold Fields is disappointed by this outcome, and continues to believe that the Transaction was
      a financially and strategically superior offer for shareholders of both Gold Fields and Yamana.
      Nonetheless, following the Yamana’s change in recommendation, Gold Fields believes the most
      disciplined and prudent course of action to maximise Gold Fields’ shareholder value is to
      terminate the Arrangement Agreement. Gold Fields’ and its shareholders will now benefit from
      the termination fee.

      Gold Fields’ existing portfolio of world class operations and development projects will continue to
      deliver near-term and long-term value to our shareholders, and provide a strong base from which
      to consider future capital allocation options. These decisions will continue to be assessed under
      our robust capital allocation framework, and against our vision to be the preferred gold mining
      company delivering sustainable, superior value to shareholders.

8 November 2022

Lead Financial Adviser and JSE Transaction Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA
Financial Adviser: J.P. Morgan Chase Bank, NA., Johannesburg Branch
South African Legal Counsel: Webber Wentzel
U.S. and International Legal Counsel: Linklaters LLP
Canadian Legal Counsel: Fasken Martineau DuMoulin LLP
Notes to editors

About Gold Fields

Gold Fields Limited is a globally diversified gold producer with nine operating mines in Australia, Peru,
South Africa, and West Africa (including the Asanko Joint Venture) and one project in Chile. Gold Fields
has total attributable annual gold-equivalent production of 2.34Moz, attributable gold-equivalent Mineral
Reserves of 48.6Moz and gold Mineral Resources of 111.8Moz. Gold Fields’ shares are listed on the
Johannesburg Stock Exchange (JSE) and its American depositary shares trade on the New York Stock
Exchange (NYSE).

For more information, please contact:

Gold Fields Investors
Avishkar Nagaser, EVP, Investor Relations and Corporate Affairs
Tel: +27 11 562 9775; Mobile: +27 82 312 8692

Thomas Mengel, Manager, Investor Relations
Tel: +27 11 562 9849; Mobile: +27 72 493 5170

Gold Fields Media
Sven Lunsche, Vice President Corporate Affairs
Tel: +27 11 562 9763; Mobile: +27 83 2609279

Brunswick Group (Communications adviser to Gold Fields)
Johannesburg: Timothy Schultz; Tel: +27 82 309 2497
London: Pip Green / Tom Pigott; Tel: +44 20 7404 5959
North America: Emily Levin / Nikki Ritchie; Tel: +1 202 617 8582 / Tel: +1 845 682 9850

Important Information

Further information pertaining to the Transaction is contained in the Transaction Documents.
Shareholders are advised to read the Transaction Documents, which contains the terms and conditions
of the Transaction, with care and in full. Any decision or analysis of and/or election in respect of the
Transaction, and/or other matters dealt with in the Transaction Documents should be made only on the
basis of such information.

Nothing contained in this announcement constitutes, or is intended to constitute, investment, tax, legal,
accounting or other professional advice.

No Offer or Solicitation

This announcement is for information purposes only and does not constitute or form part of any offer to
sell or issue or any solicitation of any offer to buy or subscribe for any securities in the United States or
any other jurisdiction. This announcement does not constitute a prospectus or other offering document.
No securities have been or will be registered under the U.S. Securities Act, or the securities laws of any
state of the United States or any other jurisdiction, and any securities issued in connection with the
Transaction are anticipated to be issued in reliance upon the exemption from the registration
requirements of the U.S. Securities Act provided for by Section 3(a)(10) thereof and in accordance with
applicable state securities laws. No public offering of securities is being made in any jurisdiction where
such an offering would be unlawful. The distribution of this announcement may be restricted by
applicable laws and regulations. Persons who are physically located in those jurisdictions and in which
this announcement is circulated, published or distributed must inform themselves about and observe
such restrictions.

The information contained in this announcement does not constitute or form a part of any offer to the
public for the sale of, or subscription for, or an invitation, advertisement or the solicitation of an offer to
purchase and/or subscribe for, securities as defined in and/or contemplated by the South African
Companies Act, No. 71 of 2008 (South African Companies Act). Accordingly, this announcement
does not, nor does it intend to, constitute a “registered prospectus” or an advertisement relating to an
offer to the public, as contemplated by the South African Companies Act and no prospectus has been,
or will be, filed with the South African Companies and Intellectual Property Commission in respect of
this announcement.

The information contained in this announcement constitutes factual information as contemplated in
Section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as
amended (FAIS Act) and should not be construed as an express or implied recommendation, guide or
proposal that any particular transaction in respect of any securities referred to in this announcement or
in relation to the business or future investments of Gold Fields and/or Yamana, is appropriate to the
particular investment objectives, financial situations or needs of a prospective investor, and nothing
contained in this announcement should be construed as constituting the canvassing for, or marketing
or advertising of, financial services in South Africa. Gold Fields is not a financial services provider
licensed as such under the FAIS Act.

The information contained within this announcement is deemed to constitute inside information for the
purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018). Upon publication of this announcement, this information is
now considered in the public domain.

This announcement is not for release, publication or distribution, in whole or in part, in or into any
jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

No shares are being offered to the public by means of this announcement. This announcement does
not constitute or form part of, and should not be construed as, any offer, invitation or recommendation
to purchase, sell or subscribe for any securities or the solicitation of any vote for approval in any
jurisdiction and neither the issue of the information nor anything contained herein shall form the basis
of or be relied upon in connection with, or act as an inducement to enter into, any investment activity,
or the making of any investment decision.

Date: 08-11-2022 05:50:00
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