Exhibit 99.1

NOTICE OF SPECIAL MEETING

and

MANAGEMENT INFORMATION CIRCULAR

of

YAMANA GOLD INC.

for the

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 21, 2022

with respect to a proposed

PLAN OF ARRANGEMENT

involving

YAMANA GOLD INC. AND GOLD FIELDS LIMITED

OCTOBER 19, 2022

LETTER TO YAMANA SHAREHOLDERS

October 19, 2022

Dear Yamana Shareholders,

The board of directors (the “Yamana Board”) of Yamana Gold Inc. (“Yamana”) cordially invites you to attend a special meeting (the “Yamana Meeting”) of the holders (the “Yamana Shareholders”) of common shares of Yamana (the “Yamana Shares”) to be held at Design Exchange Toronto-Dominion Centre, 234 Bay Street, Toronto, Ontario and online at https://web.lumiagm.com/497366151, password: yamana2022 (case sensitive) on November 21, 2022 at 10:00 a.m. (Toronto time).

The Transaction

At the Yamana Meeting, the Yamana Shareholders will be asked to consider a resolution (the “Arrangement Resolution”) regarding a business combination (the “Arrangement”) whereby all of the issued and outstanding Yamana Shares will be acquired by a wholly-owned subsidiary of Gold Fields Limited (“Gold Fields”) in exchange for, at the election of each Yamana Shareholder, either 0.6 of an ordinary share (each whole ordinary share, a “Gold Fields Share”) of Gold Fields or 0.6 of an American depositary share of Gold Fields (each whole American depositary share, a “Gold Fields ADS”, which represents an interest in one Gold Fields Share) for each Yamana Share held (the “Consideration”). The Consideration represents a 33.8% premium to the price of Yamana Shares (based on each company’s 10-day volume weighted average share price (“VWAP”) on the New York Stock Exchange (the “NYSE”) ending on the last trading day prior to the announcement date of the transaction on May 31, 2022 (the “Announcement Date”)).

Recommendation of the Yamana Board

The Yamana Board, having undertaken a thorough review of, and having carefully considered the terms of the transaction, and after consultation with representatives of Yamana’s management team, its financial and legal advisors and having received and taken into account the fairness opinions received from Canaccord Genuity and Scotiabank and such other matters as it considered necessary and relevant, including the factors set out below and in the accompanying Circular (as defined below) under the heading “The Arrangement – Reasons for the Recommendation of the Yamana Board”, unanimously determined that the transaction is in the best interests of Yamana.

The Yamana Board unanimously recommends that Yamana Shareholders vote IN FAVOUR of the Arrangement Resolution.

Reasons for the Recommendation of the Yamana Board

Details of the Arrangement, which will proceed by way of a plan of arrangement under the Canada Business Corporations Act, and of the issuance of the Gold Fields Shares and Gold Fields ADSs in connection with the transaction, are described in more detail in the accompanying Notice of Special Meeting of Shareholders of Yamana and the management information circular of Yamana dated October 19, 2022 (the “Circular”). The Circular includes additional information to assist you in considering how to vote on the Arrangement Resolution, including risk factors relating to the completion of the transaction. You should carefully review and consider all of the information in the Circular. If you require assistance, consult your financial, legal, tax or other professional advisor.

Support and Voting Agreements

All of the directors and executive officers of Yamana have entered into support and voting agreements with Gold Fields pursuant to which they have agreed, among other things, to vote their Yamana Shares in favour of the Arrangement Resolution.

Approval Requirements

The Yamana Board has set the close of business on October 18, 2022 as the record date (the “Record Date”) for determining the Yamana Shareholders who are entitled to receive notice of and vote at the Yamana Meeting. Only registered holders of Yamana Shares, or their duly appointed proxyholders, at the close of business on the Record Date will be entitled to receive notice of the Yamana Meeting and to vote on the Arrangement Resolution. Each Yamana Shareholder is entitled to one vote for each Yamana Share held by such holder as of the close of business on the Record Date.

In order for the transaction to proceed, the Arrangement Resolution must be approved by the affirmative vote of at least 66^2/3% of the votes cast by Yamana Shareholders present in person (or online) or represented by proxy and entitled to vote at the Yamana Meeting. If the Arrangement Resolution is not approved by Yamana Shareholders at the Yamana Meeting, the transaction cannot be completed.

In addition to approval by Yamana Shareholders, the transaction is subject to customary closing conditions for a transaction of this nature, including the approval of the transaction by the requisite majorities of holders of Gold Fields Shares (the “Gold Fields Shareholders”) at the meeting of Gold Fields Shareholders to be held to consider the transaction, the receipt of required approvals from the Ontario Superior Court of Justice (Commercial List), the Johannesburg Stock Exchange, the NYSE and the Minister responsible for the Investment Canada Act (Canada). If the necessary regulatory approvals are obtained in a timely manner, the transaction is expected to be completed in the fourth quarter of 2022.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF YAMANA SHARES YOU OWN.

Whether or not you expect to attend the Yamana Meeting, we encourage you to take the time to complete, sign, date and return the enclosed form of proxy, voting instruction form or form of instruction, as applicable, in accordance with the instructions set out therein so that your Yamana Shares can be voted at the Yamana Meeting. See “Information Concerning the Yamana Meeting” in the Circular for more information.

Proxies must be submitted (in accordance with the instructions set out on the form of proxy) no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. A completed voting instruction form or form of instruction, as applicable, should be deposited in accordance with the instructions printed on the form. The time limit for deposit of proxies may be waived or extended by the Chair of the Yamana Meeting, at the Chair’s discretion, with or without notice.

If you have any questions or need additional information regarding the voting of your Yamana Shares, you should contact your financial, legal, tax or other professional advisor, or contact Yamana’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by e-mail at assistance@laurelhill.com.

On behalf of the Yamana Board, I would like to express our gratitude for the support our Yamana Shareholders have demonstrated with respect to our decision to undertake this transaction. We believe that this opportunity will be transformative for both Yamana Shareholders and Gold Fields Shareholders and will result in the creation of one of the highest-quality senior gold producers in the world.

Yours very truly,

(Signed) “Peter Marrone”

Peter Marrone
Executive Chairman
Yamana Gold Inc.

YAMANA GOLD INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that, pursuant to an order (the “Interim Order”) of the Ontario Superior Court of Justice (Commercial List) (the “Court”) dated October 19, 2022, a special meeting (the “Yamana Meeting”) of the holders (the “Yamana Shareholders”) of common shares (the “Yamana Shares”) of Yamana Gold Inc. (“Yamana”) will be held at Design Exchange Toronto-Dominion Centre, 234 Bay Street, Toronto, Ontario and online at https://web.lumiagm.com/497366151, password: yamana2022 (case sensitive) at 10:00 a.m. (Toronto time) on November 21, 2022, subject to any adjournment or postponement thereof, for the following purposes:

Specific details of the matters proposed to be put before the Yamana Meeting are set forth in the Circular which accompanies this notice of special meeting of Yamana Shareholders. The Arrangement Agreement has been filed under Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

It is a condition to completion of the Arrangement that the Arrangement Resolution be approved at the Yamana Meeting. In order for the Arrangement to proceed, the Arrangement Resolution must be approved by the affirmative vote of at least 66^2/3% of the votes cast by Yamana Shareholders present in person (or online) or represented by proxy and entitled to vote at the Yamana Meeting. If the Arrangement Resolution is not approved by Yamana Shareholders at the Yamana Meeting, the Arrangement cannot be completed.

The board of directors of Yamana (the “Yamana Board”) unanimously recommends that Yamana Shareholders vote IN FAVOUR of the Arrangement Resolution.

The Yamana Board has set the close of business on October 18, 2022 as the record date (the “Record Date”) for determining the Yamana Shareholders who are entitled to receive notice of and vote at the Yamana Meeting. Only persons shown on the register of Yamana Shareholders (“Registered Yamana Shareholders”), or their duly appointed proxyholders, at the close of business on the Record Date will be entitled to receive notice of the Yamana Meeting and to vote on the Arrangement Resolution. Each Yamana Shareholder, including each holder of depositary interests of Yamana (“Yamana Depositary Interests”), each of which represents an entitlement to one Yamana Share, is entitled to one vote for each Yamana Share (including each Yamana Share underlying a Yamana Depositary Interest) held by such holder as of the close of business on the Record Date.

Yamana is conducting the Yamana Meeting as a hybrid meeting that will allow Registered Yamana Shareholders and duly appointed proxyholders to participate both in person and online in real time. Yamana is providing the virtual format in order to provide Yamana Shareholders, including holders of Yamana Depositary Interests, with an equal opportunity to attend and participate at the Yamana Meeting, regardless of the particular constraints, circumstances or risks that they may be facing as a result of COVID-19.

Only Registered Yamana Shareholders and duly appointed proxyholders (including non-registered beneficial Yamana Shareholders (“Non-Registered Yamana Shareholders”) and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) will be able to attend, ask questions and vote at the Yamana Meeting, either in person or online in real time, provided that they are connected to the internet (for those attending online) and carefully follow the instructions set out in the Circular and the related proxy materials. Non-Registered Yamana Shareholders, including holders of Yamana Depositary Interests, unless they have been duly appointed as proxyholders in accordance with the procedures set out in the Circular and related proxy materials, will only be able to listen to a live webcast of the Yamana Meeting or attend the Yamana Meeting in person as guests, but will not be able to ask questions or vote either in person or online in real time.

Holders of Yamana Depositary Interests should refer to “Information Concerning the Holders of Yamana Depositary Interests” in the Circular for information relating to the voting of their Yamana Depositary Interests at the Yamana Meeting, including what steps they must take in order to appoint themselves, or another person, as proxyholder in order to ask questions and vote either in person or online in real time at the Yamana Meeting.

Yamana is actively monitoring the public health and travel safety concerns relating to COVID-19 and the advisories or mandates that federal, provincial and local governments, and related agencies, may issue. ln the event it is not possible or advisable to hold the Yamana Meeting in person as currently planned, Yamana may be required to hold a virtual-only meeting, in which case Yamana will announce the decision to do so via a press release and by posting details on Yamana’s website that will also be filed on Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Registered Yamana Shareholders who are unable to attend the Yamana Meeting either in person or online (or if the Yamana Meeting is adjourned or postponed, any reconvened Yamana Meeting) are requested to date, sign and return the enclosed form of proxy. To be used and acted upon at the Yamana Meeting, proxy forms must be completed and deposited at the office of Yamana’s transfer agent at: Computershare Trust Company of Canada, Attention: Proxy Department, 100 University Avenue, 8^th Floor, Toronto, Ontario M5J 2Y1 by mail or by fax at 1-866-249-7775 (for Registered Yamana Shareholders in Canada and the United States) or 1-416-263-9524 (for Registered Yamana Shareholders outside of Canada and the United States) or as otherwise registered in accordance with the instructions contained in the form of proxy, no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. Registered Yamana Shareholders may also vote online, by telephone or by mail by following the instructions found in the Circular, form of proxy or voting instruction form, as applicable. Late proxies may be accepted or rejected at the discretion of the Chair of the Yamana Meeting. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Yamana Meeting, at the Chair’s discretion, with or without notice.

Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) holding Yamana Shares through an intermediary or broker may have an earlier deadline by which the intermediary or broker must receive voting instructions. Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) that hold Yamana Shares through an intermediary or broker and receive these materials through such intermediary or broker should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by such intermediary or broker.

To ensure your vote is counted at the Yamana Meeting, holders of Yamana Depositary Interests should complete and submit the accompanying form of instruction, in accordance with the instructions set out therein, by no later than 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. Alternatively, holders of Yamana Depositary Interests may transmit voting instructions by utilizing the CREST (as such term is defined in the Circular) voting service in accordance with the procedures described in the CREST Manual (as such term is defined in the Circular). To be effective, the voting instructions must be transmitted so as to be received by Yamana’s agent (3RA50) by no later than 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting.

Pursuant to the Interim Order, Registered Yamana Shareholders entitled to vote at the Yamana Meeting have a right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid an amount equal to the fair value of their Yamana Shares as of the close of business on the day before the Arrangement Resolution was adopted, provided that they have strictly complied with the dissent procedures set forth in section 190 of the CBCA, as modified by the plan of arrangement (the “Plan of Arrangement”, a copy of which is set forth in Schedule B to the Circular) and the Interim Order. A Registered Yamana Shareholder entitled to vote at the Yamana Meeting who wishes to exercise dissent rights is required to deliver a written objection to the Arrangement Resolution to Yamana not later than 4:00 p.m. (Toronto time) on the date that is two Business Days immediately preceding the Yamana Meeting (or any adjournment or postponement thereof). Such notice must be delivered to Yamana at Royal Bank Plaza, North Tower, 200 Bay Street, Suite 2200, Toronto, Ontario M5J 2J3, Attention: Sofia Tsakos, Senior Vice President, General Counsel and Corporate Secretary, with a copy to Cassels Brock & Blackwell LLP, 2100 Scotia Plaza, 40 King Street West, Toronto, Ontario, Canada M5H 3C2, Attention: Stephanie Voudouris, and must otherwise strictly comply with the dissent procedures prescribed by the CBCA, as modified by the Plan of Arrangement and the Interim Order. A Yamana Shareholder’s right to dissent is more particularly described in the Circular. A copy of the Interim Order and the text of section 190 of the CBCA are set forth in Schedule E and Schedule F, respectively, to the Circular.

Failure to strictly comply with the dissent procedures set forth in section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of any right to dissent. Non-Registered Yamana Shareholders, including holders of Yamana Depositary Interests, who wish to dissent should be aware that only Registered Yamana Shareholders are entitled to dissent in respect of the Arrangement Resolution. Registered Yamana Shareholders may only dissent with respect to all of the Yamana Shares held on behalf of any one such Non-Registered Yamana Shareholder and registered in the name of such dissenting Yamana Shareholder. Accordingly, a Non-Registered Yamana Shareholder desiring to exercise the right to dissent must make arrangements for the Yamana Shares beneficially owned by such Non-Registered Yamana Shareholder to be registered in such Non-Registered Yamana Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by Yamana or, alternatively, make arrangements for the registered holder of such Yamana Shares to dissent on the Non-Registered Yamana Shareholder’s behalf. For a holder of Yamana Depositary Interests, this requires that such holder first withdraw the Yamana Shares underlying its Yamana Depositary Interests from CREST in accordance with the procedures described in the CREST Manual and then have such Yamana Shares registered in the name of such holder prior to the time the written objection to the Arrangement Resolution is required to be received by Yamana. Holders of Yamana Depositary Interests should contact Computershare UK at The Pavillions, Bridgwater Road, Bristol BS99 6ZY or by email at !UKALLDITeam2@computershare.co.uk, if they have any questions or need additional information or assistance with withdrawing the Yamana Shares underlying their Yamana Depositary Interests from CREST and then have such Yamana Shares registered in the name of such holder. It is strongly suggested that any Yamana Shareholder, including any holder of Yamana Depositary Interests, wishing to dissent seek independent legal advice, as the failure to strictly comply with the dissent procedures prescribed by the CBCA, as modified by the Plan of Arrangement and the Interim Order, may prejudice such Yamana Shareholder’s right to dissent.

If you have any questions or need additional information regarding the voting of your Yamana Shares, you should contact your financial, legal, tax or other professional advisor, or contact Yamana’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by e-mail at assistance@laurelhill.com.

Your vote is important, regardless of the number of Yamana Shares that you own. Whether or not you expect to attend the Yamana Meeting, we encourage you to vote using your form of proxy or voting instruction form, as applicable, as promptly as possible to ensure that your vote will be counted at the Yamana Meeting.

DATED at Toronto, Ontario this 19^th day of October, 2022

By order of the Board of Directors of Yamana Gold Inc.

“Peter Marrone”

Peter Marrone
Executive Chairman

TABLE OF CONTENTS

QUESTIONS AND ANSWERS RELATING
TO THE YAMANA MEETING AND THE ARRANGEMENT

This Circular is furnished in connection with the solicitation of proxies by or on behalf of management of Yamana for use at the Yamana Meeting, to be held at Design Exchange Toronto-Dominion Centre, 234 Bay Street, Toronto, Ontario and online at https://web.lumiagm.com/497366151, password: yamana2022 (case sensitive) at 10:00 a.m. (Toronto time) on November 21, 2022, subject to any adjournment or postponement thereof, for the purposes indicated in the Notice of Special Meeting of Shareholders of Yamana. Capitalized terms used but not otherwise defined in this section have the meanings ascribed thereto under “Glossary of Terms” in this Circular.

Your vote is important and you are encouraged to exercise your vote using any of the voting methods described herein. Your completed form of proxy must be received by Computershare by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Yamana Meeting, at the Chair’s discretion, with or without notice.

The following is intended to answer certain key questions that you as a Yamana Shareholder may have concerning the Yamana Meeting and the Arrangement involving Gold Fields, Yamana and the Yamana Shareholders, to be considered at the Yamana Meeting. The information contained below is of a summary nature and therefore is not complete and is qualified in its entirety by the more detailed information appearing elsewhere in or incorporated by reference in this Circular, including the schedules hereto, all of which are important and should be reviewed carefully. You are urged to carefully read the entirety of this Circular as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement. Additional important information is also contained in the schedules to, and the documents incorporated by reference into, this Circular.

Questions Relating to the Arrangement

See “The Arrangement – Reasons for the Recommendation of the Yamana Board”.

See “The Arrangement – Reasons for the Recommendation of the Yamana Board”.

On June 20, 2022, the Commissioner issued an Advance Ruling Certificate in respect of the Arrangement, which constitutes the Competition Act Approval.

Gold Fields will apply to the JSE to list the Gold Fields Shares to be issued pursuant to the Arrangement after the Yamana Meeting in accordance with Form H (Corporate Actions Timetable) under Schedule 2 of the JSE Listings Requirements. In addition, Gold Fields will apply to list the Gold Fields ADSs to be issued pursuant to the Arrangement, including the Gold Fields ADSs to be issued in exchange for the Yamana RSUs at the Effective Time pursuant to the Arrangement, on the NYSE. Gold Fields anticipates receiving all required authorizations from the JSE and the NYSE prior to the closing of the Arrangement. Gold Fields has applied to have the Gold Fields ADSs listed on the TSX and the TSX has conditionally approved the listing of Gold Fields ADSs. Listing of the Gold Fields ADSs on the TSX is subject to Gold Fields fulfilling all of the requirements of the TSX. It is expected that the Gold Fields ADSs will begin trading on the TSX within two Business Days following the closing of the Arrangement. See “Risk Factors”. However, receipt of approval for the listing of the Gold Fields ADSs on the TSX is not a condition to the completion of the Arrangement.

Gold Fields intends to have the Yamana Shares delisted from the TSX, the NYSE and the LSE, as promptly as possible following completion of the Arrangement. In addition, subject to applicable Laws, Gold Fields will, as promptly as possible following completion of the Arrangement, apply to the applicable Canadian Securities Authorities to have Yamana cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer and thus will terminate Yamana’s reporting obligations in Canada following completion of the Arrangement.

Gold Fields will apply to the JSE to list the Gold Fields Shares to be issued pursuant to the Arrangement after the Yamana Meeting in accordance with Form H (Corporate Actions Timetable) under Schedule 2 of the JSE Listings Requirements. In addition, Gold Fields will apply to the NYSE to list the Gold Fields ADSs to be issued pursuant to the Arrangement, including the Gold Fields ADSs to be issued in exchange for the Yamana RSUs at the Effective Time pursuant to the Arrangement, on the NYSE. Gold Fields anticipates receiving all required authorizations from the JSE and the NYSE prior to the closing of the Arrangement. Gold Fields has applied to have the Gold Fields ADSs listed on the TSX and the TSX has conditionally approved the listing of Gold Fields ADSs. Listing of the Gold Fields ADSs on the TSX is subject to Gold Fields fulfilling all of the requirements of the TSX. It is expected that the Gold Fields ADSs will begin trading on the TSX within two Business Days following the closing of the Arrangement. See “Risk Factors”. However, receipt of approval for the listing of the Gold Fields ADSs on the TSX is not a condition to the completion of the Arrangement.

Unlike the Yamana Shares, neither the Gold Fields Shares nor the Gold Fields ADSs are currently listed on the LSE and Gold Fields will not make application for the admission of the Gold Fields Shares or Gold Fields ADSs to the LSE following completion of the Arrangement.

The Yamana Board has unanimously approved the Arrangement and recommends that Yamana Shareholders vote IN FAVOUR of the Arrangement Resolution.

In order to be effective, the Gold Fields Share Issuance Resolution requires the affirmative vote of the holders of at least 75% of the votes properly cast on the Gold Fields Share Issuance Resolution at the Gold Fields Meeting. In order to be effective, the Category 1 Transaction Resolution requires the affirmative vote of holders of a majority of the votes properly cast on the Category 1 Transaction Resolution at the Gold Fields Meeting. If either the Gold Fields Share Issuance Resolution or the Category 1 Transaction Resolution is not approved by the requisite vote of the Gold Fields Shareholders at the Gold Fields Meeting, the Arrangement will not be completed. Gold Fields Shareholders will not be asked to vote on any of the matters to be considered and voted upon at the Yamana Meeting.

See “The Arrangement – Principal Steps of the Arrangement”.

For a summary of certain of the material Canadian federal income tax consequences of the Arrangement applicable to Yamana Shareholders, Yamana Shareholders should review the discussion under “Certain Income and Other Tax Considerations – Certain Canadian Federal Income Tax Considerations”. Such discussion is not intended to be legal, business or tax advice. Yamana Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement applicable to them with respect to their particular circumstances.

The foregoing is subject in its entirety to the discussion of certain of the material U.S. federal income tax consequences of the Arrangement applicable to U.S. Holders under “Certain Income and Other Tax Considerations – Certain United States Federal Income Tax Considerations”. Such discussion is not intended to be legal, business or tax advice. Yamana Shareholders should consult their own tax advisors as to the U.S. federal income tax consequences of the Arrangement applicable to them with respect to their particular circumstances.

For a summary of certain of the material United Kingdom direct tax consequences of the Arrangement, Yamana Shareholders and holders of Yamana Depositary Interests should review the discussion under “Certain Income and Other Tax Considerations – Certain United Kingdom Tax Considerations”. Such discussion is not intended to be legal, business or tax advice. Yamana Shareholders and holders of Yamana Depositary Interests should consult their own tax advisors as to the tax consequences of the Arrangement applicable to them with respect to their particular circumstances.

Only Registered Yamana Shareholders are required to submit a Letter of Transmittal. The exchange of Yamana Shares for Consideration Shares (in the form of Gold Fields ADSs), together with any Excess Share Proceeds, in respect of any Non-Registered Yamana Shareholder (other than a holder of Yamana Depositary Interests) is expected to be made with the Non-Registered Yamana Shareholder’s Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary, as applicable, with no further action required by the Non-Registered Yamana Shareholder.

To prevent a delay in receiving the Consideration Shares (in the form of Gold Fields ADSs) and any Excess Share Proceeds due under the Arrangement, Registered Yamana Shareholders should consider re-registering their Yamana Shares with an Intermediary prior to the Effective Date.

Holders of Yamana Depositary Interests will not need to take any action to receive the Consideration that they are entitled to receive pursuant to the Arrangement. At the Effective Time, holders of Yamana Depositary Interests will cease to own Yamana Depositary Interests and will receive the applicable Consideration for each Yamana Depositary Interest held, regardless of whether or not such holder provided an instruction to vote for or against the Arrangement. The Consideration Shares to be received by holders of Yamana Depositary Interests will be issued in the form of Gold Fields ADSs in the same name and address as such holder’s Yamana Depositary Interests are recorded on the register of Yamana Depositary Interests. The Depositary will deliver DRS Statement(s) representing the Gold Fields ADSs that each such Yamana Depositary Interest holder is entitled to receive pursuant to the Plan of Arrangement as soon as reasonably practicable after the Effective Date. The DRS Statement(s) will be delivered to the address recorded for each holder on the Yamana Depositary Interest register.

A Letter of Transmittal has been mailed, together with this Circular, to each Person who was a Registered Yamana Shareholder on the Record Date. The Letter of Transmittal will also be available under Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and on Yamana’s website at www.yamana.com. Holders of Yamana Depositary Interests will not be provided with, and will not need to submit, a Letter of Transmittal.

See “The Arrangement – Procedure for Exchange of Yamana Shares for Consideration Shares and Excess Share Proceeds and Letter of Transmittal” and “Information Concerning the Holders of Yamana Depositary Interests – Procedure for Exchange of Yamana Depositary Interests for Consideration Shares and Excess Share Proceeds”.

The Letter of Transmittal includes instructions for making a valid election as to the form of Consideration Shares that each Registered Yamana Shareholder wishes to receive under the Arrangement, including, if the Registered Yamana Shareholder wishes to receive the Consideration Shares in the form of Gold Fields Shares, the information that is required to be provided in order for such Registered Yamana Shareholder to receive the Consideration Shares in the form of Gold Fields Shares.

The determination of the Depositary as to whether an election has been properly made, including whether a Registered Yamana Shareholder who has elected to receive the Consideration Shares in the form of Gold Fields Shares, has provided all required information, as set out in the Letter of Transmittal, and when elections are received by the Depositary, will be binding.

Only Registered Yamana Shareholders will be entitled to make an election as to the form of Consideration Shares that they are entitled to receive under the Arrangement. A Non-Registered Yamana Shareholder desiring to make an election as to the form of Consideration Shares that they are entitled to receive under the Arrangement must (a) contact their broker or Intermediary to make arrangements for the Yamana Shares beneficially owned by such Non-Registered Yamana Shareholder to be registered in such Non-Registered Yamana Shareholder’s name, thus becoming a Registered Yamana Shareholder and (b) complete the steps applicable to Registered Yamana Shareholders, as set out above, including the Letter of Transmittal, in order to make a valid election as to the form of Consideration Shares that they are entitled to receive under the Arrangement.

To receive the Consideration Shares that a holder of Yamana Depositary Interests is entitled to receive pursuant to the Arrangement in the form of Gold Fields Shares, such holder must (a) withdraw the Yamana Shares underlying its Yamana Depositary Interests from CREST in accordance with the procedures described in the CREST Manual and have such Yamana Shares registered in the name of such holder, thus becoming a Registered Yamana Shareholder, and (b) complete the steps applicable to Registered Yamana Shareholders, as set out above, including the Letter of Transmittal, in order to make a valid election as to the form of Consideration Shares that they are entitled to receive under the Arrangement.

Unless the above steps are taken by a Non-Registered Yamana Shareholder or a holder of Yamana Depositary Interests, as applicable, the Consideration Shares that such Non-Registered Yamana Shareholder or such holder of Yamana Depositary Interests is entitled to receive pursuant to the Arrangement will be in the form of Gold Fields ADSs.

See “The Arrangement – Procedure for Exchange of Yamana Shares for Consideration Shares and Excess Share Proceeds and Letter of Transmittal” and “Information Concerning the Holders of Yamana Depositary Interests – Procedure for Exchange of Yamana Depositary Interests for Consideration Shares and Excess Share Proceeds”.

Non-Registered Yamana Shareholder whose Yamana Shares are registered in the name of an Intermediary should contact that Intermediary if they have any questions or need additional information or assistance with re-registering the Yamana Shares beneficially owned by such Non-Registered Yamana Shareholder in the name of such Non-Registered Yamana Shareholder.

Holders of Yamana Depositary Interests should contact Computershare UK at The Pavillions, Bridgwater Road, Bristol BS99 6ZY or by email at !UKALLDITeam2@computershare.co.uk, if they have any questions or need additional information or assistance with withdrawing the Yamana Shares underlying their Yamana Depositary Interests from CREST and having such Yamana Shares registered in the name of such holder.

Each Gold Fields ADS represents ownership interests in one Gold Fields Share and the rights attributable to one Gold Fields Share deposited with BNYM’s custodian, which currently is Standard Bank Nominees Proprietary Limited. Each Gold Fields ADS also represents securities, cash or other property deposited with BNYM but not distributed to holders of Gold Fields ADSs. Gold Fields ADSs are currently traded in the United States on the NYSE under the symbol “GFI”. Gold Fields ADSs are administered by BNYM as the ADS Depositary pursuant to the Deposit Agreement. After the completion of the Arrangement, the Gold Fields ADSs will continue to trade on the NYSE. In addition, Gold Fields has applied to have the Gold Fields ADSs listed on the TSX and the TSX has conditionally approved the listing of Gold Fields ADSs. Listing of the Gold Fields ADSs on the TSX is subject to Gold Fields fulfilling all of the requirements of the TSX. It is expected that the Gold Fields ADSs will begin trading on the TSX within two Business Days following the closing of the Arrangement. See “Risk Factors”. However, receipt of approval for the listing of the Gold Fields ADSs on the TSX is not a condition to the completion of the Arrangement.

Yamana Shareholders are urged to consult their financial, legal, tax or other professional advisors before electing to receive Gold Fields ADSs as Consideration Shares.

See “Description of American Depositary Shares” and “Risk Factors”.

Non-Registered Yamana Shareholders, including holders of Yamana Depositary Interests, who wish to dissent should be aware that only Registered Yamana Shareholders are entitled to Dissent Rights. Accordingly, a Non-Registered Yamana Shareholder desiring to exercise Dissent Rights must make arrangements for the Yamana Shares beneficially owned by such Non-Registered Yamana Shareholder to be registered in such Non-Registered Yamana Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by Yamana or, alternatively, make arrangements for the registered holder of such Yamana Shares to exercise Dissent Rights on the Non-Registered Yamana Shareholder’s behalf. For a holder of Yamana Depositary Interests, this requires that such holder first withdraw the Yamana Shares underlying its Yamana Depositary Interests from CREST in accordance with the procedures described in the CREST Manual and then have such Yamana Shares registered in the name of such holder prior to the time the written objection to the Arrangement Resolution is required to be received by Yamana. Holders of Yamana Depositary Interests should contact Computershare UK at The Pavillions, Bridgwater Road, Bristol BS99 6ZY or by email at !UKALLDITeam2@computershare.co.uk, if they have any questions or need additional information or assistance with withdrawing the Yamana Shares underlying their Yamana Depositary Interests from CREST and having such Yamana Shares registered in the name of such holder.

A Yamana Shareholder’s right to dissent is more particularly described in the Circular. A copy of the Interim Order and the text of section 190 of the CBCA are set forth in Schedule E and Schedule F, respectively, to this Circular. It is recommended that any Registered Yamana Shareholder wishing to exercise Dissent Rights seek legal advice, as failure to strictly comply with the provisions of section 190 of the CBCA, as modified by the Plan of Arrangement and the Interim Order, and to adhere to the procedures established therein, may result in the loss of all rights thereunder. See “Rights of Dissenting Shareholders”.

Questions Relating to the Yamana Meeting

Yamana is conducting the Yamana Meeting as a hybrid meeting that will allow Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) to participate both in person and online in real time. The number of persons permitted to attend the Yamana Meeting in person may be restricted to the number permitted by applicable Laws or public health protocols (including, for certainty, any orders applicable in the City of Toronto). In the event the number of persons that desire to attend the Yamana Meeting in person is greater than the number permitted by applicable Laws or public health protocols, Yamana Shareholders and duly appointed proxyholders will be granted in-person access to the Yamana Meeting on a first-come, first-serve basis. In the event a Yamana Shareholder or a duly appointed proxyholder is declined in-person access to the Yamana Meeting, they will be given the opportunity to leave their completed form of proxy or ballot with the scrutineer outside of the Yamana Meeting prior to leaving the premises. Yamana is providing the virtual format in order to provide Yamana Shareholders, including holders of Yamana Depositary Interests, with an equal opportunity to attend and participate at the Yamana Meeting, regardless of the particular constraints, circumstances or risks that they may be facing as a result of COVID-19.

As the COVID-19 pandemic continues to evolve over time, Yamana asks that, in considering whether to attend the Yamana Meeting in person, Yamana Shareholders and duly appointed proxyholders follow the instructions of PHAC (available at https://www.canada.ca/en/public-health/services/diseases/2019-novelcoronavirus-infection.html) including any mandatory quarantine or isolation protocols that may be in place at the time of the Yamana Meeting. Yamana also requests that Yamana Shareholders and duly appointed proxyholders not attend the Yamana Meeting in person if they are experiencing any of the following COVID-19 symptoms: fever; shortness of breath, difficulty breathing or chest pain; sore throat or runny nose (not related to seasonal allergies or other known causes or conditions); new or worsening cough; muscle ache or headache (unusual or long-lasting); or new loss of sense of smell or taste. Yamana Shareholders and duly appointed proxyholders attending the Yamana Meeting are requested to follow the hygiene instructions published by PHAC, including washing or disinfecting hands upon arrival at the Yamana Meeting, and covering their mouth and nose with their arm when coughing or sneezing, as well as any COVID-19 protocols requested by the venue hosting the Yamana Meeting.

Yamana is actively monitoring the public health and travel safety concerns relating to COVID-19 and the advisories or mandates that federal, provincial and local governments, and related agencies, may issue. ln the event it is not possible or advisable to hold the Yamana Meeting in person as currently planned, Yamana may be required to hold a virtual-only Yamana Meeting, in which case Yamana will announce the decision to do so via a press release and by posting details on Yamana’s website at www.yamana.com, that will also be filed on Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Once the webpage has loaded into an attendee’s web browser, the attendee is to click on the “Join Meeting” icon and then, if they are a Registered Yamana Shareholder, select the “I have a login” icon and enter their control number and the following password: yamana2022 (case sensitive). For duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders), they are to select the “I have a login” icon and enter their username and the following password: yamana2022 (case sensitive). Registered Yamana Shareholders will receive a 15-digit control number, located on their form of proxy. Duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who have registered with Computershare in advance of the Yamana Meeting in accordance with the instructions described herein and in the related proxy materials will be provided with a username by email from Computershare after the deadline for the deposit of proxies has passed.

Guests, including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have not appointed themselves as proxyholders or registered with Computershare in advance of the Yamana Meeting in accordance with the instructions described herein and in the related proxy materials (and therefore do not have a control number or a username), are to select the “I am a guest” icon at the login screen and enter the information requested on the online form. Guests will be able to listen to a live webcast of the Yamana Meeting but will not be able to ask questions or vote online in real time at the Yamana Meeting.

See “Information Concerning the Yamana Meeting – Attending the Yamana Meeting Online” for additional information on how to navigate the virtual meeting platform, including how to vote and ask questions online in real time, at the Yamana Meeting.

Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) will be able to attend, ask questions and vote online in real time at the Yamana Meeting provided that they are connected to the internet and carefully follow the instructions set out in this Circular and the related proxy materials. Non-Registered Yamana Shareholders, including holders of Yamana Depositary Interests, may attend the Yamana Meeting online as guests but will not be able to ask questions or vote online in real time at the Yamana Meeting, unless they have been duly appointed as proxyholders in accordance with the procedures set out below and in the related proxy materials.

If attendees experience technical difficulties during the registration process or if they encounter difficulties while accessing and attending the Yamana Meeting online, they may contact the provider of the virtual meeting platform, Lumi, by email at support-ca@lumiglobal.com. Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who attend and vote online in real time at the Yamana Meeting must remain connected to the internet at all times during the Yamana Meeting in order to vote when balloting commences. It is the responsibility of each attendee to ensure internet connectivity for the duration of the Yamana Meeting.

Holders of Yamana Depositary Interests should refer to “Information Concerning the Holders of Yamana Depositary Interests” for more information on what steps they must take in order to appoint themselves, or another person, as proxyholder in order to ask questions and vote online in real time at the Yamana Meeting.

Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholder) will be able to attend, ask questions and vote in person at the Yamana Meeting, provided that they carefully follow the instructions set out in this Circular and the related proxy materials. Non-Registered Yamana Shareholders, including holders of Yamana Depositary Interests, may attend the Yamana Meeting as guests but will not be able to ask questions or vote in person at the Yamana Meeting, unless they have been duly appointed as proxyholders in accordance with the procedures set out in this Circular and in the related proxy materials.

Holders of Yamana Depositary Interests should refer to “Information Concerning the Holders of Yamana Depositary Interests” for more information on what steps they must take in order to appoint themselves, or another person, as proxyholder in order to ask questions and vote in person at the Yamana Meeting.

If you have completed and returned a proxy form, the Persons named in the proxy form will have discretionary authority to vote on amendments or variations to the matters identified in the Notice of Special Meeting of Shareholders of Yamana or other matters that may properly come before the Yamana Meeting, or any adjournment or postponement thereof. As of the date of this Circular, the management of Yamana knows of no amendment, variation or other matter to come before the Yamana Meeting, other than the matters referred to in the Notice of Special Meeting of Shareholders of Yamana. However, if any other matter properly comes before the Yamana Meeting, the accompanying proxy form will be voted on such matter in accordance with the best judgment of the Person voting the proxy, including with respect to any amendments or variations to the matters identified in this Circular.

Registered Yamana Shareholders – Voting by Proxy

Voting by proxy is the easiest way for Registered Yamana Shareholders to cast their vote. Registered Yamana Shareholders can vote by proxy in any of the following ways:

Yamana’s named proxyholders are Peter Marrone, Executive Chairman of Yamana, or, failing him, Sofia Tsakos, Senior Vice President, General Counsel and Corporate Secretary of Yamana. A Yamana Shareholder that wishes to appoint another Person or entity (who need not be a Yamana Shareholder) to represent such Yamana Shareholder at the Yamana Meeting, either in person or online, may either insert the Person or entity’s name in the blank space provided in the form of proxy or complete another proper form of proxy and submit the form of proxy.

In addition, in order for a Yamana Shareholder’s duly appointed proxyholder to attend, ask questions and vote online in real time at the Yamana Meeting, the Yamana Shareholder must also take the additional step of registering its proxyholder with Computershare after it has submitted its form of proxy. To do so, such Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their proxyholder’s contact information so that Computershare may register such proxyholder and provide the proxyholder with a username for the Yamana Meeting via email. This username will allow the Yamana Shareholder’s proxyholder to log in to the live webcast and vote online in real time at the Yamana Meeting. The failure of a Yamana Shareholder to register their proxyholder with Computershare will result in such Yamana Shareholder’s proxyholder not receiving a username, which will prevent such Yamana Shareholder’s proxyholder from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

Yamana Shareholders who wish to appoint a proxyholder to attend, ask questions and vote in person at the Yamana Meeting do not need to register their proxyholder’s appointment with Computershare online.

Registered Yamana Shareholders – Voting by Live Internet Webcast or in Person

Registered Yamana Shareholders and duly appointed proxyholders will be able to attend, ask questions and vote online in real time or in person at the Yamana Meeting.

A Registered Yamana Shareholder or a duly appointed proxyholder who has registered with Computershare in advance of the Yamana Meeting may attend and vote online in real time at the Yamana Meeting during the live webcast as follows:

Registered Yamana Shareholders and duly appointed proxyholders who attend and vote online in real time at the Yamana Meeting must remain connected to the internet at all times during the Yamana Meeting in order to vote when balloting commences. It is the responsibility of each attendee to ensure internet connectivity for the duration of the Yamana Meeting. If an attendee loses connectivity once the Yamana Meeting has commenced, there may be insufficient time to resolve the issue before voting is completed. Therefore, even if a Registered Yamana Shareholder or duly appointed proxyholder currently plans to attend and vote online in real time at the Yamana Meeting, such Registered Yamana Shareholder or duly appointed proxyholder should consider voting their Yamana Shares in advance or by proxy so that their vote will be counted in the event they experience any technical difficulties or are otherwise unable to access the Yamana Meeting online.

Registered Yamana Shareholders and duly appointed proxyholders who plan to attend and vote in person at the Yamana Meeting must register with Yamana’s transfer agent, Computershare, when they arrive at the Yamana Meeting to ensure that their vote will be counted. Registered Yamana Shareholder who plan to attend and to vote at the Yamana Meeting in person should not complete or return the enclosed form of proxy. Their vote will be taken and counted at the Yamana Meeting. If a Registered Yamana Shareholder or duly appointed proxyholder is declined access to the Yamana Meeting due to public health concerns or protocols, such Registered Yamana Shareholder or duly appointed proxyholder will be given an opportunity to leave their completed form of proxy or ballot with the scrutineer outside of the Yamana Meeting.

See “Information Concerning the Yamana Meeting”.

Non-Registered Yamana Shareholders – Submitting Voting Instructions

If you are a Non-Registered Yamana Shareholder, your Intermediary will send you your proxy-related materials and a voting instruction form that allows you to provide voting instructions to your Intermediary on the Internet, by telephone or by mail. To vote, you should follow the instructions provided on your voting instruction form. Your Intermediary is required to ask for your voting instructions before the Yamana Meeting. Without specific instructions, your Intermediary is prohibited from voting your Yamana Shares at the Yamana Meeting. Yamana does not know for whose benefit the Yamana Shares registered in the name of CDS & Co., or another Intermediary, are held. Please contact your Intermediary if you do not receive a voting instruction form. Alternatively, you may receive from your Intermediary a preauthorized form of proxy indicating the number of Yamana Shares to be voted, which you should complete, sign, date and return as directed on the form. Each Intermediary has its own procedures which should be carefully followed by Non-Registered Yamana Shareholders to ensure that their Yamana Shares are voted by their Intermediary on their behalf at the Yamana Meeting.

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. If you are a Non-Registered Yamana Shareholder, you are requested to complete and return the voting instruction form in accordance with the instructions set out therein. Broadridge tabulates the results of all instructions received and provides appropriate instructions regarding the voting of Yamana Shares to be represented at the Yamana Meeting or any adjournment or postponement thereof. Yamana may utilize Broadridge’s QuickVote™ service to assist eligible Non-Registered Yamana Shareholders that are “non-objecting beneficial owners” with voting their Yamana Shares over the telephone. Certain Non-Registered Yamana Shareholders who are non-objecting beneficial owners may be contacted by Laurel Hill, which is soliciting proxies on behalf of the management of Yamana, to conveniently obtain a vote directly over the telephone.

Non-Registered Yamana Shareholders – Voting by Live Internet Webcast or in Person

A Non-Registered Yamana Shareholder (other than a holder of Yamana Depositary Interests) can only vote its Yamana Shares online in real time or in person at the Yamana Meeting if it has previously appointed itself as the proxyholder for its Yamana Shares by printing its name in the space provided on the voting instruction form and submitting it as directed on the form.

In addition, in order to attend, ask questions and vote online in real time at the Yamana Meeting, Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) must also take the additional step of registering themselves as a proxyholder with Computershare after it has submitted its voting instruction form. To do so, such Non-Registered Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their contact information so that Computershare may register such Non-Registered Yamana Shareholder and provide them with a username for the Yamana Meeting via email. This username will allow a Non-Registered Yamana Shareholder to log in to the live webcast and vote online in real time at the Yamana Meeting. The failure of a Non-Registered Yamana Shareholder to register themselves as a proxyholder with Computershare will result in such Non-Registered Yamana Shareholder not receiving a username, which will prevent such Non-Registered Yamana Shareholder from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) who wish to attend, ask questions and vote in person at the Yamana Meeting do not need to register their appointment with Computershare online. Non-Registered Yamana Shareholders who have appointed themselves as proxyholders and who plan to attend and vote in person at the Yamana Meeting must register with Yamana’s transfer agent, Computershare, when they arrive at the Yamana Meeting to ensure that their vote will be counted. As their vote will be taken and counted at the Yamana Meeting, Non-Registered Yamana Shareholders who have duly appointed themselves as proxyholders should not indicate their votes on their voting instruction form when they submit such form. If a Non-Registered Yamana Shareholder who has duly appointed itself as proxyholder is declined access to the Yamana Meeting due to public health concerns or protocols, such Non-Registered Yamana Shareholder will be given an opportunity to leave their completed form of proxy or ballot with the scrutineer outside of the Yamana Meeting.

A Non-Registered Yamana Shareholder (other than a holder of Yamana Depositary Interests) may also appoint someone else (who need not be a Yamana Shareholder) as its proxyholder to vote its Yamana Shares in person or online at the Yamana Meeting by printing their name in the space provided on the voting instruction form and submitting it as directed on the form. In addition, in order for the Non-Registered Yamana Shareholder’s proxyholder to attend, ask questions and vote online in real time at the Yamana Meeting, the Non-Registered Yamana Shareholder must also take the additional step of registering its proxyholder with Computershare after it has submitted its voting instruction form. To do so, such Non-Registered Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their proxyholder’s contact information so that Computershare may register such proxyholder and provide the proxyholder with a username for the Yamana Meeting via email. This username will allow the Non-Registered Yamana Shareholder’s proxyholder to log in to the live webcast and vote online in real time at the Yamana Meeting. The failure of a Non-Registered Yamana Shareholder to register their proxyholder with Computershare will result in such Non-Registered Yamana Shareholder’s proxyholder not receiving a username, which will prevent such Non-Registered Yamana Shareholder’s proxyholder from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) who wish to appoint a proxyholder to attend, ask questions and vote in person at the Yamana Meeting do not need to register their proxyholder’s appointment with Computershare online. Duly appointed proxyholders who plan to attend and vote in person at the Yamana Meeting must register with Yamana’s transfer agent, Computershare, when they arrive at the Yamana Meeting to ensure that their vote will be counted. If a duly appointed proxyholder is declined access to the Yamana Meeting due to public health concerns or protocols, such proxyholder will be given an opportunity to leave their completed form of proxy or ballot with the scrutineer outside of the Yamana Meeting.

Voting instructions must be received in sufficient time to allow the voting instruction form to be forwarded by the Non-Registered Yamana Shareholder’s Intermediary to Computershare before 4:00 p.m. (Toronto time) on November 17, 2022. If a Non-Registered Yamana Shareholder plans to participate in the Yamana Meeting (or to have its proxyholder participate in the Yamana Meeting), such Non-Registered Yamana Shareholder or its proxyholder will not be entitled to vote or ask questions, either in person or online in real time, unless the proper documentation is completed and received by the Non-Registered Yamana Shareholder’s Intermediary well in advance of the Yamana Meeting to allow them to forward the necessary information to Computershare before 4:00 p.m. (Toronto time) on November 17, 2022. Non-Registered Yamana Shareholders should contact their respective Intermediaries well in advance of the Yamana Meeting and follow their instructions if they want to participate in the Yamana Meeting.

Guests, including Non-Registered Yamana Shareholders who have not duly appointed themselves as proxyholder, can attend the Yamana Meeting in person or online by logging into the Yamana Meeting at https://web.lumiagm.com/497366151, selecting the “I am a guest” icon at the login screen and entering the information requested on the online form. Guests may attend the Yamana Meeting in person or listen to the Yamana Meeting online but will not be able to ask questions or vote either in person or online in real time.

See “Information Concerning the Yamana Meeting”.

To ensure your vote is counted at the Yamana Meeting, holders of Yamana Depositary Interests should complete and submit the accompanying Form of Instruction in accordance with the instructions set out therein, by no later than 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. Alternatively, holders of Yamana Depositary Interests may transmit voting instructions by utilizing the CREST (as such term is defined in the Circular) voting service in accordance with the procedures described in the CREST Manual (as such term is defined in the Circular). To be effective, the voting instructions must be transmitted so as to be received by Yamana’s agent (3RA50) by no later than 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting.

Holders of Yamana Depositary Interests who wish to, or who wish to appoint another person to attend, ask questions and vote in person or online in real time at the Yamana Meeting must appoint themselves or their appointee as proxyholder by notifying Computershare UK by email at !UKALLDITeam2@computershare.co.uk prior to 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and providing Computershare UK with all of the information requested by Computershare UK. By notifying Computershare UK and providing all of the information requested by Computershare UK, such holder of Yamana Depositary Interests will be instructing Computershare Trust Company NA, the custodian of the Yamana Shares underlying the Yamana Depositary Interests, to appoint such holder of Yamana Depositary Interests or such other person, as applicable, as such custodian’s proxyholder. Once a holder of Yamana Depositary Interests has notified Computershare UK as set out above and provided Computershare UK with all of the information requested by Computershare UK, such holder or its appointee will be permitted to attend, ask questions and vote in person or, subject to completing the additional steps below, online in real time at the Yamana Meeting.

In addition, in order to attend, ask questions and vote online in real time at the Yamana Meeting, or appoint another person to do the foregoing, holders of Yamana Depositary Interests must also take the additional step of registering themselves or their appointee as a proxyholder with Computershare after it has notified Computershare UK and provided all of the information requested by Computershare UK. To do so, such Non-Registered Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their or their appointee’s, as applicable, contact information so that Computershare may register such holder of Yamana Depositary Interests or their appointee, as applicable, and provide them or their appointee, as applicable, with a username for the Yamana Meeting via email. This username will allow a holder of Yamana Depositary Interests or their appointee, as applicable, to log in to the live webcast and vote online in real time at the Yamana Meeting. The failure of a holder of Yamana Depositary Interests to notify Computershare UK and provide all of the information requested by Computershare UK or to register themselves or their appointee, as applicable, as a proxyholder with Computershare may result in such holder of Yamana Depositary Interests or their appointee, as applicable, not receiving a username, which will prevent such holder of Yamana Depositary Interests or their appointee, as applicable, from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

Holders of Yamana Depositary Interests who wish to attend, ask questions and vote in person at the Yamana Meeting, or appoint another person to do the foregoing, do not need to register their appointment with Computershare online. Holders of Yamana Depositary Interests, or their appointees, who have appointed themselves as proxyholder by notifying Computershare UK and providing all of the information requested by Computershare UK, and who plan to attend and vote in person at the Yamana Meeting must register with Yamana’s transfer agent, Computershare, when they arrive at the Yamana Meeting to ensure that their vote will be counted. If a holder of Yamana Depositary Interests, or an appointee, who has duly appointed itself as proxyholder is declined access to the Yamana Meeting due to public health concerns or protocols, such holder of Yamana Depositary Interests or appointee, as applicable, will be given an opportunity to leave their completed ballot with the scrutineer outside of the Yamana Meeting.

The completion and return of the Form of Instruction or CREST Voting Instruction will not preclude a holder of Yamana Depositary Interests or its appointee from attending the Yamana Meeting in person or online. However, if a holder of Yamana Depositary Interests or its appointee attends the Yamana Meeting in person or online and votes again at the Yamana Meeting, they will be revoking any and all previously submitted Forms of Instruction or CREST Voting Instructions. If a holder of Yamana Depositary Interests, or its appointee, does not wish to revoke all previously submitted Forms of Instruction or CREST Voting Instructions, they must not vote again in person or online at the Yamana Meeting or must only attend the Yamana Meeting in person or online as a guest.

See “Information Concerning the Yamana Meeting – Attending the Yamana Meeting Online” and “Information Concerning the Yamana Meeting – Attending the Yamana Meeting in Person” for the instructions that a holder of Yamana Depositary Interests, or its appointee, must follow in order to attend, ask questions and vote online in real time or in person at the Yamana Meeting.

If a holder of Yamana Depositary Interests does not take the actions described above in order to appoint itself, or another person, as proxyholder, such holder of Yamana Depositary Interests or its appointee will only be able to attend the Yamana Meeting as a guest. Guests can log into the Yamana Meeting online and listen to the Yamana Meeting or attend the Yamana Meeting in person, but will not be able to ask questions or vote online in real time or in person. See “Information Concerning the Yamana Meeting – Attending the Yamana Meeting Online” for instructions on how a guest can log into the Yamana Meeting online and listen to the Yamana Meeting.

See “Information Concerning the Holders of Yamana Depositary Interests” for further information.

To encourage your vote participation, you may be contacted by directors, officers, employees, consultants or agents of Yamana by telephone, email, internet, facsimile, in person or by other means of communication, or by Yamana’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, who has been engaged by Yamana in connection with this Circular. The total cost of soliciting proxies and mailing the Yamana Meeting Materials to Yamana Shareholder will be borne by Yamana.

IN THE ABSENCE OF ANY SUCH INSTRUCTION, YAMANA SHARES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOUR OF THE ARRANGEMENT RESOLUTION.

See “Information Concerning the Yamana Meeting” in this Circular.

Only Registered Yamana Shareholders have the right to directly revoke a proxy. Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) that wish to revoke or change their prior voting instructions must arrange for their respective Intermediaries to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries. Holders of Yamana Depositary Interests that wish to change their vote must either (a) if they have voted by way of CREST Voting Instruction, revoke or amend their previously submitted CREST Voting Instruction in accordance with the procedures described in the CREST Manual, or (b) if they have voted by way of Form of Instruction, arrange for Computershare UK to revoke or amend such previously submitted Form of Instruction by notifying Computershare UK by email at !UKALLDITeam2@computershare.co.uk prior to 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. In addition, if a holder of Yamana Depositary Interests, or its appointee, attends the Yamana Meeting in person or online and votes again at the Yamana Meeting, they will be revoking any and all previously submitted Forms of Instruction or CREST Voting Instructions. If a holder of Yamana Depositary Interests, or its appointee, does not wish to revoke all previously submitted Forms of Instruction or CREST Voting Instructions, they must not vote again in person or online at the Yamana Meeting or may only attend the Yamana Meeting in person or online as a guest.

See “Information Concerning the Yamana Meeting”.

GENERAL INFORMATION

Information Contained in this Circular

This Circular is furnished in connection with the solicitation of proxies by and on behalf of management of Yamana for use at the Yamana Meeting and any adjournment or postponement thereof.

Yamana is conducting the Yamana Meeting as a hybrid meeting that will allow Registered Yamana Shareholders and duly appointed proxyholders to participate both in person and online in real time. Yamana is providing the virtual format in order to provide Yamana Shareholders, including holders of Yamana Depositary Interests, with an equal opportunity to attend and participate at the Yamana Meeting, regardless of the particular constraints, circumstances or risks that they may be facing as a result of COVID-19. Only Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) will be able to attend, ask questions and vote at the Yamana Meeting, either in person or online in real time, provided that they are connected to the internet (for those attending online) and carefully follow the instructions set out in this Circular and the related proxy materials. Non-Registered Yamana Shareholders, including holders of Yamana Depositary Interests, unless they have been duly appointed as proxyholders in accordance with the procedures set out in the Circular and related proxy materials, will be able to listen to a live webcast of the Yamana Meeting or attend the Yamana Meeting in person as guests but will not be able to ask questions or vote either in person or online in real time. See “Information Concerning the Yamana Meeting”, “Information Concerning the Holders of Yamana Depositary Interests” and the Notice of Special Meeting of Shareholders of Yamana that accompanies this Circular.

Yamana is actively monitoring the public health and travel safety concerns relating to COVID-19 and the advisories or mandates that federal, provincial and local governments, and related agencies, may issue. ln the event it is not possible or advisable to hold the Yamana Meeting in person as currently planned, Yamana may be required to hold a virtual-only Yamana Meeting, in which case Yamana will announce the decision to do so via a press release and by posting details on Yamana’s website that will also be filed on Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

No Person has been authorized to give any information or to make any representations in connection with the Arrangement and the other matters discussed in or incorporated by reference in this Circular other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by Yamana and should not be relied upon in making a decision as to how to vote on the Arrangement Resolution. For greater certainty, to the extent that any information contained or provided on Yamana’s website or by Yamana’s strategic shareholder advisor and proxy solicitation agent is inconsistent with this Circular, you should rely on the information provided in this Circular. Information contained on Yamana’s website is not and is not deemed to be a part of this Circular or incorporated by reference herein and should not be relied upon by Yamana Shareholders in making a decision as to how to vote on the Arrangement Resolution.

This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any Person in any jurisdiction in which such an offer or solicitation is not authorized or in which the Person making such offer or solicitation is not qualified to do so or to any Person to whom it is unlawful to make such an offer or solicitation of an offer or proxy solicitation. Neither delivery of this Circular nor any distribution of the securities referred to in this Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Circular.

Unless otherwise indicated, information in this Circular is as of October 18, 2022. Information contained in the documents incorporated herein by reference is as of the respective dates stated therein. All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under “Glossary of Terms”.

Descriptions in this Circular of the terms of the Plan of Arrangement, the Canaccord Genuity Fairness Opinion, the Scotiabank Fairness Opinion and the Interim Order attached to this Circular at Schedule B, Schedule C, Schedule D and Schedule E, respectively, and the Arrangement Agreement, the form of Yamana Support Agreement and the form of Gold Fields Support Agreement, which have been filed under Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, are summaries of the terms of those documents and are qualified in their entirety by reference to the full text of each of those documents. You are urged to carefully read the full text of those documents. In the event of any inconsistency between the summary of any provision of those documents contained in this Circular and the actual text of the document, the text of the applicable document shall govern.

Information contained in this Circular should not be construed as legal, tax or financial advice and Yamana Shareholders are urged to consult with their own professional advisors in considering the relevant legal, tax, financial or other matters contained in this Circular.

This document is important and requires your immediate attention. If you have any questions or require assistance, you should consult your investment dealer, broker, bank manager, lawyer or other professional advisor. This Circular and the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement have not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of such transactions or upon the accuracy or adequacy of the information contained in this Circular and it is an offence to claim otherwise.

Information Concerning Gold Fields

Except as otherwise indicated, the information concerning Gold Fields contained in this Circular is based solely on information provided to Yamana by Gold Fields. Although Yamana has no knowledge that any statements contained herein taken from or based on such information provided by Gold Fields are untrue or incomplete, neither Yamana nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, nor for any failure of Gold Fields or any of its affiliates or representatives to disclose facts or events which may have occurred or which may affect the completeness or accuracy of any such information but which are unknown to Yamana. Yamana has no knowledge of any material information concerning Gold Fields that has not been generally disclosed and, in accordance with the Arrangement Agreement, Gold Fields provided all necessary information concerning Gold Fields that is required by Law to be included in this Circular and ensured that such information does not contain any misrepresentations. See also “Risk Factors”.

Third Party Data

Certain comparisons of the Combined Company following completion of the Arrangement to other senior gold producers (such as reserve life index, gold production and market capitalization) are based on data obtained from FactSet Research Systems Inc. (“FactSet”), Wood Mackenzie Limited (“Wood Mackenzie”), broker reports and publicly available sources, obtained as of May 30, 2022 (unless otherwise stated). FactSet is a provider of publicly available financial data including reported financials, market data and estimates, capital structure information (including share count), news and research, among other things. Wood Mackenzie is a global research and consultancy group supplying data, written analysis and consultancy advice to the energy, chemicals, renewables, metals, and mining industries. Broker reports are research reports prepared by research analysts at financial institutions that often include target price, forecast financials, valuation, and forecasts of future commodity prices. Information from publicly available sources includes continuous disclosure documents filed by other senior gold producers on SEDAR and EDGAR, and such documents include statements of mineral reserves and mineral resources, historical production figures and costs and production guidance. None of the foregoing sources have any affiliation to Yamana or Gold Fields.

Where figures for the Combined Company are compared to other senior gold producers, the data from FactSet, Wood Mackenzie, broker reports or public disclosure, as applicable, has been used to ensure consistency in the compared measures across the Combined Company and the comparison group. Neither Yamana nor Gold Fields has the ability to verify the data or figures of the peers and the non-GAAP financial performance measures used may not correspond to the non-GAAP financial performance measures calculated by Yamana, Gold Fields or any of their peers.

Comparative Measures Based on Third Party Data

“Reserve life index” is a performance measure calculated as gold-equivalent mineral reserve estimates divided by 2021 metal in ore mined per Wood Mackenzie figures as of May 30, 2022 for each of Yamana, Gold Fields and other senior gold producers

“Gold Production” is a performance measure based on historical production data included in the public disclosure of Yamana, Gold Fields and other senior gold producers. For comparability, production figures are presented on a gold-equivalent basis, where gold equivalent refers to the value of gold and other mined metals expressed as gold ounces. Reported gold-equivalent production figures have been used where possible, otherwise these have been calculated with estimates of long-term commodity prices of US$1,600/oz for gold; US$20/oz for silver; and US$3.50/lb for copper from broker reports.

“Market Capitalization” is a valuation measure derived from multiplying the outstanding fully diluted shares in the capital of each of Yamana, Gold Fields and other senior gold producers as of May 30, 2022 by the closing share price of each of Yamana, Gold Fields and other senior gold producers based per FactSet as of May 30, 2022. Fully-diluted share count used in the calculation of market capitalization is based on the latest reported basic share count of each of Yamana, Gold Fields and other senior gold producers as of May 30, 2022 plus any applicable dilutive securities based on the closing share price of each of Yamana, Gold Fields and other senior gold producers per FactSet as of May 30, 2022.

Presentation of Financial Information

The historical financial statements are prepared in accordance with IFRS and all other financial information of Yamana and Gold Fields included or incorporated by reference in this Circular and the pro forma financial statements of Gold Fields included in this Circular are reported in U.S. dollars and are included based on applicable Canadian Securities Laws. The Yamana Annual Financial Statements and Gold Fields’ Annual Financial Statements have been audited, in each case, in accordance with the standards of the PCAOB.

Pro forma Financial Information

The unaudited pro forma consolidated financial information included in this Circular gives effect to the Arrangement and certain related adjustments described in the notes accompanying such financial information. The unaudited condensed pro forma consolidated financial statements of Gold Fields included in this Circular have been prepared by Gold Fields and included in this Circular as required by applicable Canadian Securities Law. The unaudited condensed pro forma consolidated balance sheet of Gold Fields gives effect to the Arrangement as if it had closed on June 30, 2022. The unaudited condensed pro forma consolidated statements of operations of Gold Fields for the year ended December 31, 2021 and the unaudited condensed pro forma consolidated statements of operations of Gold Fields for the six months ended June 30, 2022 each give effect to the Arrangement as if it had closed on January 1, 2021. The unaudited pro forma consolidated financial information is based on the respective historical audited consolidated financial statements of Yamana and Gold Fields as at and for the year ended December 31, 2021 and the respective historical unaudited condensed consolidated financial statements of Yamana and Gold Fields as at and for the six months ended June 30, 2022, included or incorporated by reference in this Circular, as applicable. Pro forma financial information presented in this Circular has been derived from the unaudited pro forma consolidated financial information of Yamana and Gold Fields included elsewhere in this Circular. The pro forma financial information presented in this Circular should be read in conjunction with the historical consolidated financial statements of both Yamana and Gold Fields as at and for the year ended December 31, 2021 and as at and for the six months ended June 30, 2022. See “Schedule H – Unaudited Pro Forma Financial Information”.

The unaudited pro forma consolidated financial information is presented for illustrative purposes only and does not necessarily reflect what the Combined Company’s financial condition and results of operations would have been had the Arrangement occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of the operations of the Combined Company. The actual financial position and results of operations of the Combined Company may differ significantly from the pro forma amounts reflected in the unaudited pro forma consolidated financial information due to a variety of factors.

The unaudited pro forma information and adjustments, including the allocation of the purchase price, are based upon preliminary estimates of fair values of assets acquired and liabilities assumed, currently available information and certain assumptions that Yamana and Gold Fields believe are reasonable in the circumstances, as described in the notes to the unaudited pro forma consolidated financial information. The actual adjustments to the consolidated financial statements of Gold Fields upon closing of the Arrangement will depend on a number of factors, including, among others, the actual expenses of the Arrangement and other additional information that becomes available after the date of this Circular. As a result, it is expected that actual adjustments will differ from the pro forma adjustments, and the differences may be material. See “Forward-Looking Information” and “Risk Factors”.

Solicitation of Proxies

To encourage your vote participation, you may be contacted by directors, officers, employees, consultants or agents of Yamana by telephone, email, internet, facsimile, in person or by other means of communication, or by Yamana’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, who has been engaged by Yamana in connection with this Circular. The total cost of soliciting proxies and mailing the Yamana Meeting Materials to Yamana Shareholders and holders of Yamana Depositary Interests will be borne by Yamana.

In connection with communicating with Yamana Shareholders and holders of Yamana Depositary Interests in respect of the Arrangement, Laurel Hill is expected to receive an estimated fee of C$250,000 for services provided, plus an amount per call to retail holders of Yamana Shares as well as the reimbursement of its reasonable out-of-pocket expenses.

Yamana may use Broadridge’s QuickVote™ service to assist eligible Non-Registered Yamana Shareholders that are “non-objecting beneficial owners” with voting their Yamana Shares over the telephone. Certain Non-Registered Yamana Shareholders who are non-objecting beneficial owners may be contacted by Laurel Hill, which is soliciting proxies on behalf of the management of Yamana, to conveniently obtain voting instructions directly over the telephone.

Yamana will not be relying on the notice-and-access delivery procedures outlined in NI 54-101 to distribute copies of proxy-related materials in connection with the Yamana Meeting. Yamana will pay for an Intermediary to deliver copies of proxy-related materials in connection with the Yamana Meeting to “objecting beneficial owners”.

Enforcement in Canada

Certain of the directors and officers of Yamana as well as certain experts referenced in this Circular and the documents incorporated by reference herein reside outside of Canada. It may not be possible for Yamana Shareholders and holders of Yamana Depositary Interests to effect service of process within Canada upon such Persons. Yamana Shareholders and holders of Yamana Depositary Interests are advised that it may not be possible to enforce judgments obtained in Canada against any Person that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada.

Information for Shareholders not Resident in Canada

Yamana is a corporation organized under the Laws of Canada. The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate and securities Laws in Canada. Yamana Shareholders and holders of Yamana Depositary Interests should be aware that the requirements applicable to Yamana under Canadian Laws may differ from requirements under corporate and securities Laws relating to corporations in other jurisdictions.

The enforcement of civil liabilities under the securities Laws of other jurisdictions outside Canada may be affected adversely by the fact that Yamana is organized under the Laws of Canada, certain of its assets are located in Canada and certain of its directors and officers, as well as certain experts referenced in this Circular, are residents of Canada. You may not be able to sue Yamana, its directors or officers and/or the experts referenced in this Circular in a Canadian court for violations of foreign securities Laws. It may be difficult to compel Yamana to subject itself to a judgment of a court outside Canada.

Yamana Shareholders and holders of Yamana Depositary Interests who are foreign taxpayers should be aware that the Arrangement described in this Circular may have tax consequences both in Canada and such foreign jurisdictions in which they are resident. This Circular does not contain a summary of the non-Canadian federal income tax, non-U.S. federal income tax, non-United Kingdom income tax and non-South African income tax considerations of the Arrangement for Yamana Shareholders and holders of Yamana Depositary Interests who are subject to income tax outside of Canada, the United States, the United Kingdom or South Africa. Such Yamana Shareholders and holders of Yamana Depositary Interests should consult their own tax advisors with respect to the tax implications of the Arrangement, including any associated filing requirements and the effects of owning and disposing of Consideration Shares in such jurisdictions.

Currency Exchange Rate Information

In this Circular, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in United States dollars and references to “US$” are to United States dollars, references to “C$” are to Canadian dollars, references to “£” are to British pounds sterling and references to “ZAR” are to South African rand.

The following table sets forth the high and low daily exchange rates for one United States dollar expressed in Canadian dollars for each period indicated, the average of the daily exchange rates for each period indicated and the exchange rate at the end of the period, based on the daily exchange rates provided by the Bank of Canada.

On May 27, 2022, the last Business Day in the United States immediately prior to the Announcement Date, the average daily exchange rate as reported by the Bank of Canada was US$1.00 = C$1.2738 or C$1.00 = US$0.7851. On October 18, 2022, the average daily exchange rate as reported by the Bank of Canada was US$1.00 = C$1.3756 or C$1.00 = US$0.7270.

The following table sets forth the high and low daily exchange rates for one United States dollar expressed in British pounds sterling for each period indicated, the average of the daily exchange rates for each period indicated and the exchange rate at the end of the period, based on the daily exchange rates provided by the United States Federal Reserve.

On May 27, 2022, the last Business Day in the United States immediately prior to the Announcement Date, the average daily exchange rate as reported by the United States Federal Reserve was US$1.00 = £0.7928 or £1.00 = US$1.2613. On October 18, 2022, the average daily exchange rate as reported by the Bank of England was US$1.00 = £0.8832 or £1.00 = US$1.1322.

The following table sets forth the high and low daily exchange rates for one United States dollar expressed in South African rand for each period indicated, the average of the daily exchange rates for each period indicated and the exchange rate at the end of the period, based on the daily exchange rates provided by the United States Federal Reserve.

On May 27, 2022, the last Business Day in the United States immediately prior to the Announcement Date, the average daily exchange rate as reported by the United States Federal Reserve was US$1.00 = ZAR15.5875 or ZAR1.00 = US$0.0642. On October 18, 2022, the average daily exchange rate as reported by the South African Reserve Bank was US$1.00 = ZAR18.0170 or ZAR1.00 = US$0.0555.

Scientific and Technical Information

All mineral reserves and mineral resources for Yamana have been estimated in accordance with the standards of the CIM and NI 43-101. All mineral resources are reported exclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimation of “measured”, “indicated” or “inferred” mineral resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable mineral reserves. The estimation of “inferred” mineral resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of mineral resources. It cannot be assumed that all or any part of a “measured”, “indicated” or “inferred” mineral resource will ever be upgraded to a higher category or converted into a mineral reserve. Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility studies, pre-feasibility studies or other economic studies, except in prescribed cases, such as in a preliminary economic assessment under certain circumstances. Investors are cautioned not to assume that any part or all of a “measured”, “indicated” or “inferred” mineral resource exists or is economically or legally mineable. Mineral resources that are not mineral reserves do not have demonstrated economic viability. An estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. The quantity and grade of reported inferred mineral resources in an estimation are uncertain in nature and there has been insufficient exploration to define such inferred mineral resources as an indicated mineral resource or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated mineral resource or measured mineral resource category. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to enable them to be categorized as mineral reserves. The mineral resources in this Circular were reported using CIM Standards.

Additional information about each of Yamana’s material mineral projects, including information regarding data verification, key assumptions, parameters and methods used to estimate mineral reserves and mineral resources and the risks that could materially affect the development of the mineral reserves and mineral resources, can be found in the Yamana AIF and in the current technical reports for each of Yamana’s material mineral projects, all of which are available under Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

NOTICE TO YAMANA SECURITYHOLDERS IN THE UNITED STATES

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE IN THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The offer and sale of the Consideration Shares issuable to Yamana Shareholders, including holders of Yamana Depositary Interests, in exchange for their Yamana Shares (including the Yamana Shares underlying their Yamana Depositary Interests, as applicable) pursuant to the Arrangement have not been registered under the U.S. Securities Act or applicable state U.S. Securities Laws, and are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in the section 3(a)(10) thereof on the basis of the approval of the Court as described under “Regulatory Matters and Approvals – U.S. Securities Law Matters”, and exemptions from registration under applicable state U.S. Securities Laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by Law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all Persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement will be considered.

The Court issued the Interim Order on October 19, 2022 and, subject to the approval of the Arrangement by the Yamana Shareholders, a hearing on the application for the Final Order is expected to take place on or about November 23, 2022 at 12:00 p.m. (Toronto time). All Yamana Shareholders, including holders of Yamana Depositary Interests, are entitled to appear and be heard at this hearing. The Final Order, if granted, will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act set forth in the section 3(a)(10) thereof with respect to the issuance of the Consideration Shares to be received by Yamana Shareholders, including holders of Yamana Depositary Interests, in exchange for their Yamana Shares (including the Yamana Shares underlying their Yamana Depositary Interests, as applicable) pursuant to the Arrangement upon completion of the Arrangement. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order. See “Regulatory Matters and Approvals – Court Approvals”.

Yamana is organized under the Laws of Canada and is a “foreign private issuer” as defined under Rule 3b-4 of the U.S. Exchange Act. The solicitations of proxies for the Yamana Meeting are not subject to the requirements of sections 14(a) and 14(c) of the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Circular are being made in the United States in accordance with Canadian corporate and securities Laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Yamana Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

Information concerning the operations of Yamana contained herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. The financial statements of Yamana were prepared in accordance with IFRS, which differs from generally accepted accounting principles in the United States in certain material respects and thus may not be comparable to financial statements and information of United States companies prepared in accordance with generally accepted accounting principles in the United States. See also “General Information – Presentation of Financial Information”.

The historical financial statements of Yamana and Gold Fields included or incorporated by reference in this Circular, as applicable, have been prepared in U.S. dollars and prepared in accordance with IFRS and the unaudited condensed pro forma consolidated financial statements of Gold Fields have been prepared by Gold Fields in U.S. dollars. The consolidated financial statements of Yamana as at and for the years ended December 31, 2021 and 2020 are subject to audit under the auditing standards of the PCAOB. Yamana’s auditors are required to be independent with respect to Yamana within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario and in accordance with the U.S. Securities Laws and the applicable rules and regulations of the SEC and the PCAOB. The Gold Fields consolidated financial statements are subject to audit under the auditing standards of the PCAOB. Gold Fields’ auditors are required to be independent with respect to Gold Fields in accordance with the U.S. Securities Laws and the applicable rules and regulations of the SEC and the PCAOB.

Yamana Securityholders subject to United States federal taxation should be aware that the Arrangement and the acquisition, ownership and disposition of the Consideration pursuant to the Arrangement described herein may have tax consequences to them under the tax Laws of Canada, the United States, the United Kingdom and South Africa. Yamana Securityholders are advised to review the summaries contained in this Circular under the headings “Certain Income and Other Tax Considerations – Certain Canadian Federal Income Tax Considerations”, “Certain Income and Other Tax Considerations – Certain United States Federal Income Tax Considerations”, “Certain Income and Other Tax Considerations – Certain United Kingdom Tax Considerations” and “Certain Income and Other Tax Considerations – Certain South African Income Tax Considerations”, respectively, and are urged to consult their own tax advisors regarding the tax consequences to them of the Arrangement and the acquisition, ownership and disposition of the Consideration in light of their particular situation, as well as any tax consequences that may arise under the Laws of any other relevant foreign, state, local, or other taxing jurisdiction.

The Consideration Shares to be issued to Yamana Shareholders, including holders of Yamana Depositary Interests, pursuant to the Arrangement will not be subject to transfer restrictions under U.S. federal Securities Laws, except by Persons who are affiliates (as defined in Rule 144) of Gold Fields after the Effective Date, or were affiliates of Gold Fields within 90 days prior to the Effective Date. Persons who may be deemed to be affiliates of an issuer (as defined in Rule 144) include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Typically, Persons who are directors, executive officers or 10% or greater shareholders of an issuer are considered to be its affiliates. Any resale of Consideration Shares by such an affiliate or former affiliate may be subject to the registration requirements of the U.S. Securities Act, absent an available exemption therefrom, such as the exemptions contained in Rule 144 or Rule 904 of Regulation S. See “Regulatory Matters and Approvals – U.S. Securities Law Matters”.

The enforcement by Yamana Shareholders, including holders of Yamana Depositary Interests, of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that Yamana is organized under the Laws of Canada, being a jurisdiction outside the United States, that some of its directors and officers and the experts named in this Circular and the documents incorporated by reference herein are not residents of the United States and that all or a substantial portion of its assets and such Persons may be located outside the United States. As a result, it may be difficult or impossible for U.S. Yamana Shareholders, including holders of Yamana Depositary Interests in the U.S., to effect service of process within the United States upon Yamana, such officers and directors or the experts named herein or in the documents incorporated by reference, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under U.S. Securities Laws. In addition, U.S. Yamana Shareholders, including holders of Yamana Depositary Interests in the U.S., should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such Persons predicated upon civil liabilities under U.S. Securities Laws; or (b) would enforce, in an original action, liabilities against such Persons predicated upon civil liabilities under U.S. Securities Laws.

No broker, dealer, salesperson or other Person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by Yamana or Gold Fields.

Cautionary Note to Yamana Shareholders in the United States Concerning Estimates of Measured, Indicated and Inferred Mineral Resources

The mineral resource and mineral reserve estimates of Yamana contained in and incorporated by reference in this Circular have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements promulgated by the SEC. For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (“CIM Standards”). These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information contained in this Circular and the documents incorporated by reference herein may not be comparable to similar information made public by U.S. companies pursuant to SEC disclosure requirements.

INFORMATION CONCERNING THE HOLDERS OF YAMANA DEPOSITARY INTERESTS

Voting by Holders of Yamana Depositary Interests

Voting by Submitting Voting Instructions

A Yamana Depositary Interest is a depositary interest which represents an entitlement to one underlying Yamana Share, issued and administered by Computershare UK. As holders of Yamana Depositary Interests are not the registered owners of the underlying Yamana Shares, Computershare Trust Company NA, the custodian of the underlying Yamana Shares, is entitled to vote at the Yamana Meeting at the instructions of holders of Yamana Depositary Interests.

For holders of Yamana Depositary Interests, a Form of Instruction accompanies this Circular. To ensure their vote is counted at the Yamana Meeting, holders of Yamana Depositary Interests should complete and submit the accompanying Form of Instruction in accordance with the instructions set out therein, by no later than 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. Additional copies of the Form of Instruction will also be available on Yamana’s website at www.yamana.com.

Alternatively, holders of Yamana Depositary Interests may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf. In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a “CREST Voting Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual, a copy of which is available at www.euroclear.com.

To be effective, the CREST Voting Instruction must be transmitted so as to be received by Yamana’s agent (3RA50) by no later 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which Yamana’s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST. Holders of Yamana Depositary Interests and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the Yamana Depositary Interest holder concerned to take, or, if the Yamana Depositary Interest holder is a CREST personal member or sponsored member or has appointed a voting service provider, to cause the CREST sponsor or voting service provider to take, such action as is necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. For further detail, Yamana Depositary Interest holders and, if applicable, their CREST sponsors or voting service providers, should refer to those sections of the CREST Manual concerning practical limitations of the CREST system and timing.

Voting by Live Internet Webcast or in Person

Holders of Yamana Depositary Interests who wish to, or who wish to appoint another person to attend, ask questions and vote in person or online in real time at the Yamana Meeting must appoint themselves or their appointee as proxyholder by notifying Computershare UK by email at !UKALLDITeam2@computershare.co.uk prior to 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and providing Computershare UK with all of the information requested by Computershare UK. By notifying Computershare UK and providing all of the information requested by Computershare UK, such holder of Yamana Depositary Interests will be instructing Computershare Trust Company NA, the custodian of the Yamana Shares underlying the Yamana Depositary Interests, to appoint such holder of Yamana Depositary Interests or such other person, as applicable, as such custodian’s proxyholder. Once a holder of Yamana Depositary Interests has notified Computershare UK as set out above and provided Computershare UK with all of the information requested by Computershare UK, such holder or its appointee will be permitted to attend, ask questions and vote in person or, subject to completing the additional steps below, online in real time at the Yamana Meeting.

In addition, in order to attend, ask questions and vote online in real time at the Yamana Meeting, or appoint another person to do the foregoing, holders of Yamana Depositary Interests must also take the additional step of registering themselves or their appointee as a proxyholder with Computershare after it has notified Computershare UK and provided all of the information requested by Computershare UK. To do so, such Non-Registered Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their or their appointee’s, as applicable, contact information so that Computershare may register such holder of Yamana Depositary Interests or their appointee, as applicable, and provide them or their appointee, as applicable, with a username for the Yamana Meeting via email. This username will allow a holder of Yamana Depositary Interests or their appointee, as applicable, to log in to the live webcast and vote online in real time at the Yamana Meeting. The failure of a holder of Yamana Depositary Interests to notify Computershare UK and provide all of the information requested by Computershare UK or to register themselves or their appointee, as applicable, as a proxyholder with Computershare may result in such holder of Yamana Depositary Interests or their appointee, as applicable, not receiving a username, which will prevent such holder of Yamana Depositary Interests or their appointee, as applicable, from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

Holders of Yamana Depositary Interests who wish to attend, ask questions and vote in person at the Yamana Meeting, or appoint another person to do the foregoing, do not need to register their appointment with Computershare online. Holders of Yamana Depositary Interests, or their appointees, who have appointed themselves as proxyholder by notifying Computershare UK and providing all of the information requested by Computershare UK, and who plan to attend and vote in person at the Yamana Meeting must register with Yamana’s transfer agent, Computershare, when they arrive at the Yamana Meeting to ensure that their vote will be counted. If a holder of Yamana Depositary Interests, or an appointee, who has duly appointed itself as proxyholder is declined access to the Yamana Meeting due to public health concerns or protocols, such holder of Yamana Depositary Interests or appointee, as applicable, will be given an opportunity to leave their completed ballot with the scrutineer outside of the Yamana Meeting.

The completion and return of the Form of Instruction or CREST Voting Instruction will not preclude a holder of Yamana Depositary Interests or its appointee from attending the Yamana Meeting in person or online. However, if a holder of Yamana Depositary Interests or its appointee attends the Yamana Meeting in person or online and votes again at the Yamana Meeting, they will be revoking any and all previously submitted Forms of Instruction or CREST Voting Instructions. If a holder of Yamana Depositary Interests, or its appointee, does not wish to revoke all previously submitted Forms of Instruction or CREST Voting Instructions, they must not vote again in person or online at the Yamana Meeting or must only attend the Yamana Meeting in person or online as a guest.

See “Information Concerning the Yamana Meeting – Attending the Yamana Meeting Online” and “Information Concerning the Yamana Meeting – Attending the Yamana Meeting in Person” for the instructions that a holder of Yamana Depositary Interests, or its appointee, must follow in order to attend, ask questions and vote online in real time or in person at the Yamana Meeting.

If a holder of Yamana Depositary Interests does not take the actions described above in order to appoint itself, or another person, as proxyholder, such holder of Yamana Depositary Interests or its appointee will only be able to attend the Yamana Meeting as a guest. Guests can log into the Yamana Meeting online and listen to the Yamana Meeting or attend the Yamana Meeting in person, but will not be able to ask questions or vote online in real time or in person. See “Information Concerning the Yamana Meeting – Attending the Yamana Meeting Online” for instructions on how a guest can log into the Yamana Meeting online and listen to the Yamana Meeting.

Revocation of Voting Instructions

Holders of Yamana Depositary Interests that wish to change their vote must either (a) if they have voted by way of CREST Voting Instruction, revoke or amend their previously submitted CREST Voting Instruction in accordance with the procedures described in the CREST Manual, or (b) if they have voted by way of Form of Instruction, arrange for Computershare UK to revoke or amend such previously submitted Form of Instruction by notifying Computershare UK by email at !UKALLDITeam2@computershare.co.uk prior to 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. In addition, if a holder of Yamana Depositary Interests, or its appointee, attends the Yamana Meeting in person or online and votes again at the Yamana Meeting, they will be revoking any and all previously submitted Forms of Instruction or CREST Voting Instructions. If a holder of Yamana Depositary Interests, or its appointee, does not wish to revoke all previously submitted Forms of Instruction or CREST Voting Instructions, they must not vote again in person or online at the Yamana Meeting or may only attend the Yamana Meeting in person or online as a guest.

Procedure for Exchange of Yamana Depositary Interests for Consideration Shares and Excess Share Proceeds

Holders of Yamana Depositary Interests are entitled to participate in the Arrangement. Holders of Yamana Depositary Interests will not need to take any action to receive the Consideration that they are entitled to receive pursuant to the Arrangement and will not be provided with, and will not need to submit, a Letter of Transmittal. At the Effective Time, holders of Yamana Depositary Interests will cease to own Yamana Depositary Interests and will receive the applicable Consideration for each Yamana Depositary Interest held, regardless of whether or not such holder provided an instruction to vote for or against the Arrangement. The Consideration Shares to be received by holders of Yamana Depositary Interests will be issued in the form of Gold Fields ADSs in the same name and address as such holder’s Yamana Depositary Interests are recorded on the register of Yamana Depositary Interests. The Depositary will deliver DRS Statement(s) representing the Gold Fields ADSs that each such Yamana Depositary Interest holder is entitled to receive pursuant to the Plan of Arrangement as soon as reasonably practicable after the Effective Date. The DRS Statement(s) will be delivered to the address recorded for each holder on the Yamana Depositary Interest register.

To receive the Consideration Shares that a holder of Yamana Depositary Interests is entitled to receive pursuant to the Arrangement in the form of Gold Fields Shares, such holder must (a) withdraw the Yamana Shares underlying its Yamana Depositary Interests from CREST in accordance with the procedures described in the CREST Manual and have such Yamana Shares registered in the name of such holder, thus becoming a Registered Yamana Shareholder; (b) complete the steps applicable to Registered Yamana Shareholders, as set out under “The Arrangement – Procedure for Exchange of Yamana Shares for Consideration Shares and Excess Share Proceeds and Letter of Transmittal”, in order to make a valid election as to the form of Consideration Shares that they are entitled to receive under the Arrangement.

Unless the above steps are taken by holders of Yamana Depositary Interests, the Consideration Shares that such holder of Yamana Depositary Interests is entitled to receive pursuant to the Arrangement will be in the form of Gold Fields ADSs.

Holders of Yamana Depositary Interests should contact Computershare UK at The Pavillions, Bridgwater Road, Bristol BS99 6ZY or by email at !UKALLDITeam2@computershare.co.uk, if they have any questions or need additional information or assistance with withdrawing the Yamana Shares underlying their Yamana Depositary Interests from CREST and having such Yamana Shares registered in the name of such holder.

Following the Arrangement, the Consideration Shares will not be listed on the LSE.

As soon as reasonably practicable after the Effective Time, the Excess Share Proceeds that each Yamana Depositary Interest holder is entitled to receive pursuant to the Arrangement shall be remitted to each Yamana Depositary Interest holder by way of a CREST payment obligation in favour of such holder’s payment bank in accordance with CREST payment arrangements.

Impact of Completion of the Arrangement on the Yamana Depositary Interests and the Yamana Depositary Interest Facility

Following completion of the Arrangement, the Yamana Shares will be delisted from the LSE as promptly as possible. With effect from the Effective Time, all of the outstanding Yamana Depositary Interests, and the facility pursuant to which the Yamana Depositary Interests were issued, will be cancelled.

Exercise of Dissent Rights

Only Registered Yamana Shareholders entitled to vote at the Yamana Meeting may dissent. If a holder of Yamana Depositary Interests wishes to exercise Dissent Rights, such holder must first withdraw the Yamana Shares underlying its Yamana Depositary Interests from CREST in accordance with the procedures described in the CREST Manual and then have such Yamana Shares registered in the name of such holder, thus becoming a Yamana Registered Shareholder, prior to the time the written objection to the Arrangement Resolution is required to be received by Yamana. Holders of Yamana Depositary Interests should contact Computershare UK at The Pavillions, Bridgwater Road, Bristol BS99 6ZY or by email at !UKALLDITeam2@computershare.co.uk, if they have any questions or need additional information or assistance with withdrawing the Yamana Shares underlying their Yamana Depositary Interests from CREST and having such Yamana Shares registered in the name of such holder. For information on how a Registered Yamana Shareholder may exercise Dissent Rights, see “Rights of Dissenting Shareholders”.

Questions for Holders of Yamana Depositary Interests

If you are a holder of Yamana Depositary Interests and have questions or require more information with regards to your Yamana Depositary Interests and the impact of the Arrangement on your Yamana Depositary Interests, you may contact Computershare UK by email at !UKALLDITeam2@computershare.co.uk.

FORWARD-LOOKING INFORMATION

This Circular contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” under applicable Canadian and United Kingdom securities legislation. Except for statements of historical fact, information contained herein constitutes forward-looking statements, including, but is not limited to, any information as to (a) the future growth, results of operations, performance, business prospects and opportunities of Yamana and Gold Fields; (b) the Arrangement; (c) the integration of Yamana’s business with the existing operations of Gold Fields; (d) the impact of the Arrangement on the financial position of Yamana; and (e) the outlook for Yamana and Gold Fields’ respective businesses and the mining industry generally based on information currently available. Forward-looking statements are characterized by words such as “plan”, “expect”, “budget”, “target”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words or negative versions thereof, or statements that certain events or conditions “may”, “will”, “should”, “would” or “could” occur. In particular, forward-looking information included in this Circular includes, without limitation, statements with respect to:

Furthermore, the unaudited pro forma financial information set forth in this Circular should not be interpreted as indicative of the financial position or other results of operations had Yamana and Gold Fields operated as a combined entity as at or for the periods presented, and such information does not purport to project the Combined Company’s results of operations for any future period. As such, undue reliance should not be placed on such unaudited pro forma financial information.

Forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include:

as well as those factors and risks discussed or referred to in the section entitled “Risk Factors” of this Circular and in Schedule I and Schedule J attached to this Circular, and in other documents incorporated by reference in this Circular, including but not limited to, the Yamana AIF, the Yamana Annual MD&A and Yamana Interim MD&A, filed with the securities regulatory authorities in all provinces of Canada and the United States and available under Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Although Yamana has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. Forward-looking statements contained in this Circular and in the documents incorporated by reference herein are made as of the date of such information and, accordingly, are subject to change after such date. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Yamana undertakes no obligation to update forward-looking statements if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable Law. The reader is cautioned not to place undue reliance on forward-looking statements.

BUSINESS OF THE MEETING

Arrangement Resolution

As set out in the Notice of Special Meeting of Shareholders of Yamana, at the Yamana Meeting, Yamana Shareholders will be asked to consider, pursuant to the Interim Order, and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized in this Circular. See “The Arrangement” and “Transaction Agreements – The Arrangement Agreement”. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, which has been filed under Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and the Plan of Arrangement, which is attached to this Circular as Schedule B.

If completed, the Arrangement will result in a wholly-owned subsidiary of Gold Fields acquiring all of the issued and outstanding Yamana Shares on the Effective Date and Yamana will become a wholly-owned subsidiary of Gold Fields and Gold Fields will continue the operations of Gold Fields and Yamana on a combined basis. Pursuant to the Plan of Arrangement, at the Effective Time, Yamana Shareholders will receive 0.6 of a Consideration Share for each Yamana Share or Yamana Depositary Interest held at the Effective Time. In addition, pursuant to the Plan of Arrangement, holders of Yamana RSUs immediately prior to the Effective Time will receive Gold Fields ADSs.

Former Yamana Shareholders and Former Gold Fields Shareholders are expected to own approximately 39% and 61%, respectively, of the Gold Fields Shares, and thus the Combined Company, immediately following completion of the Arrangement (on a non-diluted basis), in each case based on the number of Yamana Shares and Gold Fields Shares issued and outstanding as of May 30, 2022.

In order to become effective, the Arrangement Resolution must be approved by the affirmative vote of at least 66^2/3% of the votes cast by Yamana Shareholders present in person (or online) or represented by proxy and entitled to vote at the Yamana Meeting. A copy of the Arrangement Resolution is set out in Schedule A of this Circular.

If the Arrangement Resolution is not approved by Yamana Shareholders at the Yamana Meeting by the requisite majority, the Arrangement cannot be completed. Notwithstanding the foregoing, the Arrangement Resolution authorizes the Yamana Board, without further notice to or approval of the Yamana Shareholders, to revoke the Arrangement Resolution at any time prior to the Effective Time if they decide not to proceed with the Arrangement.

Unless otherwise directed, it is management’s intention to vote in favour of the Arrangement Resolution. If you do not specify how you want your Yamana Shares voted, the Persons named as proxyholders in the accompanying form of proxy will cast the votes represented by your proxy at the Yamana Meeting IN FAVOUR of the Arrangement Resolution.

If the Arrangement Resolution is approved at the Yamana Meeting, the Gold Fields Resolutions are approved at the Gold Fields Meeting, the Final Order approving the Arrangement is issued by the Court and the other applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing at the Effective Time (which will be at 12:01 a.m. (Toronto time)) on the Effective Date, which is expected to occur in the fourth quarter of 2022.

See “Rights of Dissenting Shareholders” for information concerning the rights of Registered Yamana Shareholders to dissent in respect of the Arrangement Resolution.

The Yamana Board unanimously recommends that Yamana Shareholders vote IN FAVOUR of the Arrangement Resolution.

The people named in the enclosed proxy will vote IN FAVOUR of the Arrangement Resolution unless instructed to vote against the Arrangement Resolution.

Other Business 

As of the date of this Circular, the management of Yamana knows of no amendment, variation or other matter to come before the Yamana Meeting, other than the matters referred to in the Notice of Special Meeting of Shareholders of Yamana. However, if any other matters are properly brought up at the Yamana Meeting, Registered Yamana Shareholders, or duly appointed proxyholders, can vote as they see fit, and the enclosed proxy will be voted on such matters in accordance with the best judgment of the Persons voting the proxy, including with respect to any amendments or variations to the matters identified in this Circular.

INFORMATION CONCERNING THE YAMANA MEETING

The Yamana Meeting will be held at Design Exchange Toronto-Dominion Centre, 234 Bay Street, Toronto, Ontario and online at https://web.lumiagm.com/497366151, password: yamana2022 (case sensitive), at 10:00 a.m. (Toronto time) on November 21, 2022, subject to any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders of Yamana.

Yamana is conducting the Yamana Meeting as a hybrid meeting that will allow Registered Yamana Shareholders and duly appointed proxyholder (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) to participate both in person and online in real time. The number of persons permitted to attend the Yamana Meeting in person may be restricted to the number permitted by applicable Laws or public health protocols (including, for certainty, any orders applicable in the City of Toronto). In the event the number of persons that desire to attend the Yamana Meeting in person is greater than the number permitted by applicable Laws or public health protocols, Yamana Shareholders and duly appointed proxyholders will be granted in-person access to the Yamana Meeting on a first-come, first-serve basis. In the event a Yamana Shareholder or a duly appointed proxyholder is declined in-person access to the Yamana Meeting, they will be given the opportunity to leave their completed form of proxy or ballot with the scrutineer outside of the Yamana Meeting prior to leaving the premises. Yamana is providing the virtual format in order to provide Yamana Shareholders, including holders of Yamana Depositary Interests, with an equal opportunity to attend and participate at the Yamana Meeting, regardless of the particular constraints, circumstances or risks that they may be facing as a result of COVID-19.

As the COVID-19 pandemic continues to evolve over time, Yamana asks that, in considering whether to attend the Yamana Meeting in person, Yamana Shareholders and duly appointed proxyholders follow the instructions of the Public Health Agency of Canada (“PHAC”) (available at https://www.canada.ca/en/public-health/services/diseases/2019-novelcoronavirus-infection.html) including any mandatory quarantine or isolation protocols that may be in place at the time of the Yamana Meeting. Yamana also requests that Yamana Shareholders and duly appointed proxyholders not attend the Yamana Meeting in person if they are experiencing any of the following COVID-19 symptoms: fever; shortness of breath, difficulty breathing or chest pain; sore throat or runny nose (not related to seasonal allergies or other known causes or conditions); new or worsening cough; muscle ache or headache (unusual or long-lasting); or new loss of sense of smell or taste. Yamana Shareholders and duly appointed proxyholders attending the Yamana Meeting are requested to follow the hygiene instructions published by PHAC, including washing or disinfecting hands upon arrival at the Yamana Meeting, and covering their mouth and nose with their arm when coughing or sneezing, as well as any COVID-19 protocols requested by the venue hosting the Yamana Meeting.

Yamana is actively monitoring the public health and travel safety concerns relating to COVID-19 and the advisories or mandates that federal, provincial and local governments, and related agencies, may issue. ln the event it is not possible or advisable to hold the Yamana Meeting in person as currently planned, Yamana may be required to hold a virtual-only Yamana Meeting, in which case Yamana will announce the decision to do so via a press release and by posting details on Yamana’s website at www.yamana.com, that will also be filed on Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Attending the Yamana Meeting Online

Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) will be able to attend, ask questions and vote online in real time at the Yamana Meeting provided that they are connected to the internet and carefully follow the instructions set out in this Circular and the related proxy materials.

Non-Registered Yamana Shareholders, including holders of Yamana Depositary Interests, may attend the Yamana Meeting online as guests but will not be able to ask questions or vote online in real time at the Yamana Meeting, unless they have been duly appointed as proxyholders in accordance with the procedures set out below and in the related proxy materials.

Yamana Shareholders (other than holders of Yamana Depositary Interests) who wish to appoint a Person or entity (who need not be a Yamana Shareholder), other than the individual(s) named on the form of proxy or voting instruction form, as applicable, to represent such Yamana Shareholder and to attend, ask questions and vote online in real time at the Yamana Meeting, and Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) who wish to attend, ask questions and vote online in real time at the Yamana Meeting, must insert the name of their third party proxyholder or their own name, as applicable, in the space provided on the form of proxy or voting instruction form sent to them by their Intermediary, as applicable, and follow all of the instructions for submitting the form of proxy or voting instruction form, as applicable, including following all of the applicable instruction provided by their Intermediary, if applicable. By doing so, such Yamana Shareholder will be instructing Computershare or their Intermediary, as applicable, to appoint such Yamana Shareholder’s third party proxyholder or such Yamana Shareholder, as applicable, as such Yamana Shareholder’s proxyholder and such third party proxyholder or Yamana Shareholder, as applicable, will be able to attend, ask questions and vote online in real time at the Yamana Meeting, subject to completing the additional steps below.

In order to attend, ask questions and vote online in real time at the Yamana Meeting, Yamana Shareholders who wish to appoint a third party proxyholder to attend the Yamana Meeting online and Non-Registered Yamana Shareholders who wish to attend the Yamana Meeting online, must also take the additional step of registering themselves or their third party proxyholder, as applicable, as a proxyholder with Computershare after they have submitted their form of proxy or voting instruction form, as applicable. To do so, such Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their or their third party proxyholder’s, as applicable, contact information so that Computershare may register such Yamana Shareholder or third party proxyholder, as applicable, and provide them with a username for the Yamana Meeting via email. The failure of a Yamana Shareholder to register themselves or their third party proxyholder, as applicable, as a proxyholder with Computershare will result in such Yamana Shareholder or their third party proxyholder, as applicable, not receiving a username, which will prevent such Yamana Shareholder or their third party proxyholder, as applicable, from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

If a Yamana Shareholder appoints a third party proxyholder as their proxy to attend, ask questions and vote online in real time at the Yamana Meeting, such Yamana Shareholder should ensure that their third party proxyholder is aware that they have been appointed as proxyholder and confirm that such proxyholder has received their username prior to the Yamana Meeting and will participate at the Yamana Meeting online. Once a Non-Registered Yamana Shareholder or a Registered Yamana Shareholder’s third party proxyholder, as applicable, has been registered and receives their username, they can attend the Yamana Meeting online by accessing https://web.lumiagm.com/497366151, clicking on the “I have a login” icon and entering the username provided to them by Computershare. See “– Accessing the Yamana Meeting Online” for more information. Non-Registered Yamana Shareholders should carefully follow the instructions they have received from their Intermediary and contact their Intermediary promptly if they need assistance.

A Non-Registered Yamana Shareholder’s voting instructions must be received in sufficient time to allow their voting instruction form to be forwarded by their Intermediary to Computershare. Non-Registered Yamana Shareholders should contact their Intermediary well in advance of the Yamana Meeting and follow its instructions if they want to, or if they want to have their third party proxyholder, attend and vote online in real time at the Yamana Meeting.

Holders of Yamana Depositary Interests should refer to “Information Concerning the Holders of Yamana Depositary Interests” for more information on what steps they must take in order to appoint themselves, or another person, as proxyholder in order to ask questions and vote online in real time at the Yamana Meeting.

Accessing the Yamana Meeting Online

To access the Yamana Meeting online, Registered Yamana Shareholders, duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who have registered with Computershare in advance of the Yamana Meeting and guests will need to go to the following website in their web browser using their smartphone, tablet or computer: https://web.lumiagm.com/497366151. Attendees will need the latest version of Google Chrome, Apple Safari, Microsoft Edge or Mozilla Firefox web browsers in order to access the Yamana Meeting online (Internet Explorer is not supported) and are responsible for ensuring that their web browser is compatible. Attendees are cautioned that internal network security protocols including firewalls and VPN connections may block access to the virtual meeting platform for the Yamana Meeting. If an attendee is experiencing any difficulty connecting or watching the Yamana Meeting, they should ensure that their VPN setting is disabled or use a computer on a network not restricted to the security settings of their organization. Attendees will be able to log into the site up to 60 minutes prior to the start of the Yamana Meeting. It is recommended that attendees login at least 15 minutes before the Yamana Meeting starts.

Once the webpage has loaded into an attendee’s web browser, the attendee is to click on the “Join Meeting” icon and then, if they are a Registered Yamana Shareholder, select the “I have a login” icon and enter their control number and the following password: yamana2022 (case sensitive). For duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders), they are to select the “I have a login” icon and enter their username and the following password: yamana2022 (case sensitive). Registered Yamana Shareholders will receive a 15-digit control number, located on their form of proxy. Duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who have registered with Computershare in advance of the Yamana Meeting in accordance with the instruction described herein and in the related proxy materials will be provided with a username by email from Computershare after the deadline for the deposit of proxies has passed.

Guests, including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have not appointed themselves as proxyholders or registered with Computershare in advance of the Yamana Meeting in accordance with the instructions described herein and in the related proxy materials (and therefore do not have a control number or a username), are to select the “I am a guest” icon at the login screen and enter the information requested on the online form. Guests will be able to listen to a live webcast of the Yamana Meeting but will not be able to ask questions or vote online in real time at the Yamana Meeting.

Navigation

After successfully logging in, Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who have been authenticated will see the home page, where they can access meeting information, documents and the broadcast. If attendees are viewing the Yamana Meeting on a computer, the webcast will appear automatically once the Yamana Meeting has started.

Voting

Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who plan to attend and vote online in real time at the Yamana Meeting must vote by using the virtual ballot provided during the Yamana Meeting on the virtual meeting platform. Once voting has opened, the voting tab will appear and the resolutions and voting choices will be displayed in that tab. To vote, Registered Yamana Shareholders and duly appointed proxyholders are to select one of the voting options shown on the virtual meeting platform. A Registered Yamana Shareholder’s and duly appointed proxyholder’s choice will be highlighted and a confirmation message will also appear to show that their vote has been received. The number of resolutions for which a Registered Yamana Shareholder and duly appointed proxyholder have voted, or not yet voted, will be displayed at the top of the screen. Registered Yamana Shareholders and duly appointed proxyholders can change their votes until the end of the voting period by simply selecting another choice. Registered Yamana Shareholders and duly appointed proxyholders who log into the Yamana Meeting online and accept the terms and conditions and vote again at the Yamana Meeting will be revoking any and all previously submitted proxies. If a Registered Yamana Shareholder or duly appointed proxyholder does not wish to revoke any previously submitted proxies, they should either not vote online again at the Yamana Meeting or should only attend the Yamana Meeting online as a guest.

Questions

Any Registered Yamana Shareholder or duly appointed proxyholder (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who has been authenticated and is attending the Yamana Meeting online is eligible to partake in the discussion. To ask questions, Registered Yamana Shareholders or duly appointed proxyholders who have been authenticated and are attending the Yamana Meeting online are to select the “Messaging” tab on the virtual meeting platform, type their questions into the text box at the top of the screen and, once they are happy with their message, click the “send” arrow. Questions sent through the virtual meeting platform will be moderated before being sent to the Chair.

Only questions which are procedural in nature or directly related to the motions before the Yamana Meeting, will be addressed at the Yamana Meeting. Questions that relate to a specific motion must indicate which motion they relate to at the start of the question and must be submitted prior to voting on the motion so they can be addressed at the appropriate time during the Yamana Meeting. If questions do not indicate which motion they relate to or are received after voting on the motion, they will be addressed during the general question and answer session after the formal business of the Yamana Meeting. Proper questions or comments submitted online through the text box of the virtual meeting platform will be read or summarized by a representative of Yamana, after which the Chair of the Yamana Meeting will respond or direct the question to the appropriate person to respond. If several questions relate to the same or very similar topic, Yamana may group the questions and state that it has received similar questions. The Chair of the Yamana Meeting reserves the right to edit or reject questions that he or she considers inappropriate. The Chair has broad authority to conduct the Yamana Meeting in a manner that is fair to all Yamana Shareholders and may exercise discretion in the order in which questions are asked and the amount of time devoted to any one question.

Difficulties Accessing the Yamana Meeting Online

If attendees experience technical difficulties during the registration process or if they encounter difficulties while accessing and attending the Yamana Meeting online, they may contact the provider of the virtual meeting platform, Lumi, by email at support-ca@lumiglobal.com. Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who attend and vote online in real time at the Yamana Meeting must remain connected to the internet at all times during the Yamana Meeting in order to vote when balloting commences. It is the responsibility of each attendee to ensure internet connectivity for the duration of the Yamana Meeting. If an attendee loses connectivity once the Yamana Meeting has commenced, there may be insufficient time to resolve the issue before voting is completed. Therefore, even if a Registered Yamana Shareholder or duly appointed proxyholder currently plans to attend and vote online in real time at the Yamana Meeting, such Registered Yamana Shareholder or duly appointed proxyholder should consider voting their Yamana Shares in advance or by proxy so that their vote will be counted in the event they experience any technical difficulties or are otherwise unable to access the Yamana Meeting online.

In the event of technical malfunction or other significant problem that disrupts the Yamana Meeting, the Chair of the Yamana Meeting may adjourn, recess, or expedite the Yamana Meeting, or take such other action as the Chair of the Yamana Meeting determines is appropriate, considering the circumstances.

Attending the Yamana Meeting in Person

Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholder and holders of Yamana Depositary Interests who have appointed themselves as proxyholder) will be able to attend, ask questions and vote in person at the Yamana Meeting, provided that they carefully follow the instructions set out in this Circular and the related proxy materials.

Non-Registered Yamana Shareholders, including holders of Yamana Depositary Interests, may attend the Yamana Meeting as guests but will not be able to ask questions or vote in person at the Yamana Meeting, unless they have been duly appointed as proxyholders in accordance with the procedures set out below and in the related proxy materials. See “– Attending the Yamana Meeting Online” for how such Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests can listen to a live webcast of the online Yamana Meeting as guests.

Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) who wish to attend, ask questions and vote in person at the Yamana Meeting, or Yamana Shareholders (other than holders of Yamana Depositary Interests) who wish to appoint another Person or entity (who need not be a Yamana Shareholder), other than the individual(s) named on the form of proxy or voting instruction form, as applicable, as their proxy to attend, ask questions and vote in person at the Yamana Meeting, must insert their own name or the name of the third party proxyholder, as applicable, in the space provided on the form of proxy or voting instruction form, as applicable, sent to them by their Intermediary, if applicable, and follow all of the applicable instructions provided by such Intermediary, if applicable. By doing so, such Yamana Shareholder will be instructing their Intermediary to appoint such Yamana Shareholder or their third party proxyholder, as applicable, as such Yamana Shareholder’s proxyholder and such Yamana Shareholder or third party proxyholder, as applicable, will be able to attend, ask questions and vote in person at the Yamana Meeting.

Non-Registered Yamana Shareholders who wish to ask questions and vote in person at the Yamana Meeting, and Yamana Shareholders who wish to appoint a third party proxyholder to ask questions and vote in person at the Yamana Meeting, do not need to register their or their third party proxyholder’s, as applicable, appointment with Computershare online.

If a Yamana Shareholder appoints a third party proxyholder as their proxy to attend, ask questions and vote in person at the Yamana Meeting, such Yamana Shareholder should ensure that their third party proxyholder is aware that they have been appointed as proxyholder and confirm that such proxyholder will participate at the Yamana Meeting in person.

A Non-Registered Yamana Shareholder’s voting instructions must be received in sufficient time to allow their voting instruction form to be forwarded by their Intermediary to Computershare. Non-Registered Yamana Shareholders should contact their Intermediary well in advance of the Yamana Meeting and follow its instructions if they want to, or if they want to have their third party proxyholder, attend and vote in person at the Yamana Meeting.

Holders of Yamana Depositary Interests should refer to “Information Concerning the Holders of Yamana Depositary Interests” for more information on what steps they must take in order to appoint themselves, or another person, as proxyholder in order to ask questions and vote in person at the Yamana Meeting.

Accessing the Yamana Meeting in Person

The Yamana Meeting will be held at Design Exchange Toronto-Dominion Centre, 234 Bay Street, Toronto, Ontario at 10:00 a.m. (Toronto time) on November 21, 2022, subject to any adjournment or postponement thereof. Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholder) may physically access the Yamana Meeting beginning at approximately 10:00 a.m. on November 21, 2022, subject to any adjournment or postponement of the Yamana Meeting. While guests, including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have not appointed themselves as proxyholders in accordance with the instructions described herein and in the related proxy materials, will be able to attend the Yamana Meeting in person, they will not be permitted to ask questions or vote at the Yamana Meeting in person. See “– Attending the Yamana Meeting Online” for how such guests can listen to a live webcast of the online Yamana Meeting as guests.

Voting

Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholder) who plan to attend and vote in person at the Yamana Meeting must register with Yamana’s transfer agent, Computershare, when they arrive at the Yamana Meeting to ensure that their vote will be counted. If a Registered Yamana Shareholder or duly appointed proxyholder is declined access to the Yamana Meeting due to public health concerns or protocols, such Registered Yamana Shareholder or duly appointed proxyholder will be given an opportunity to leave their completed form of proxy or ballot with the scrutineer outside of the Yamana Meeting.

Registered Yamana Shareholders who plan to attend and to vote in person at the Yamana Meeting should not complete or return the enclosed form of proxy. Their vote will be taken and counted at the Yamana Meeting.

Duly appointed proxyholders (including Non-Registered Yamana Shareholders who have appointed themselves as proxyholder) who plan to attend and to vote in person at the Yamana Meeting must have signed and returned their voting instruction form prior to the Yamana Meeting following the instructions on such form. Holders of Yamana Depositary Interests who plan to attend and vote in person at the Yamana Meeting, or who plan to have their appointees attend and vote in person at the Yamana Meeting, must notify Computershare UK by email at !UKALLDITeam2@computershare.co.uk prior to 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare UK with all of the information requested by Computershare UK. As their vote will be taken and counted at the Yamana Meeting, a Non-Registered Yamana Shareholder or a holder of Yamana Depositary Interests who has duly appointed itself as proxyholder should not indicate their votes on their voting instruction form, Form of Instruction or CREST Voting Instructions, as applicable.

Questions

Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who plan to attend the Yamana Meeting in person can submit questions at the Yamana Meeting. See “– Attending the Yamana Meeting Online – Questions” for additional details regarding the procedure for how questions may be asked and answered at the Yamana Meeting.

Appointment and Revocation of Proxies

Yamana’s named proxyholders are Peter Marrone, Executive Chairman of Yamana, or, failing him, Sofia Tsakos, Senior Vice President, General Counsel and Corporate Secretary of Yamana. A Yamana Shareholder that wishes to appoint another Person or entity (who need not be a Yamana Shareholder) to represent such Yamana Shareholder at the Yamana Meeting, either in person or online, may either insert the Person or entity’s name in the blank space provided in the form of proxy or complete another proper form of proxy and submit the form of proxy. In addition, in order for a Yamana Shareholder’s duly appointed proxyholder to attend, ask questions and vote online in real time at the Yamana Meeting, the Yamana Shareholder must also take the additional step of registering its proxyholder with Computershare after it has submitted its form of proxy. To do so, such Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their proxyholder’s contact information so that Computershare may register such proxyholder and provide the proxyholder with a username for the Yamana Meeting via email. This username will allow the Yamana Shareholder’s proxyholder to log in to the live webcast and vote online in real time at the Yamana Meeting. The failure of a Yamana Shareholder to register their proxyholder with Computershare will result in such Yamana Shareholder’s proxyholder not receiving a username, which will prevent such Yamana Shareholder’s proxyholder from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

A Yamana Shareholder who has voted by proxy may revoke it any time prior to the Yamana Meeting. To revoke a proxy, a Registered Yamana Shareholder may: (a) deliver a written notice which is either delivered to the offices of Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, facsimile: 1-866-249-7775, at any time up to and including the close of business on the last Business Day preceding the day of the Yamana Meeting, or any adjournment or postponement thereof, or with the Chair of the Yamana Meeting on the day of the Yamana Meeting prior to the commencement of the Yamana Meeting or any adjournment or postponement thereof; (b) vote again on the Internet or by phone at any time up to 4:00 p.m. (Toronto time) on November 17, 2022 (or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting); or (c) complete a form of proxy that is dated later than the form of proxy being revoked, and mailing it or faxing it as instructed on the form of proxy so that it is received before 4:00 p.m. (Toronto time) on November 17, 2022 (or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting). In addition, if a Yamana Shareholder or its duly appointed proxyholder attends the Yamana Meeting online, logs into the Yamana Meeting and accept the terms and conditions and votes again online at the Yamana Meeting, such Yamana Shareholder or duly appointed proxyholder will be revoking any and all previously submitted proxies. If a Yamana Shareholder or its duly appointed proxyholder does not wish to revoke all previously submitted proxies, they must not vote again online at the Yamana Meeting or must only attend the Yamana Meeting online as a guest. In addition, the proxy may be revoked by any other method permitted by Law. The written notice of revocation may be executed by the Yamana Shareholder or by an attorney who has the Yamana Shareholder’s written authorization. If the Yamana Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney.

Only Registered Yamana Shareholders have the right to directly revoke a proxy. Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) that wish to revoke or change their prior voting instructions must arrange for their respective Intermediaries to revoke the proxy on their behalf in accordance with any requirements of the Intermediaries. Intermediaries may set deadlines for the receipt of revocations that are further in advance of the Yamana Meeting than those set out elsewhere in this Circular and related proxy materials and, accordingly, any such revocation should be completed in coordination with such Non-Registered Yamana Shareholder’s Intermediary well in advance of the deadline for submitting forms of proxy or voting instruction forms to ensure it can be given effect to at the Yamana Meeting.

Holders of Yamana Depositary Interests that wish to change their vote must either (a) if they have voted by way of CREST Voting Instruction, revoke or amend their previously submitted CREST Voting Instruction in accordance with the procedures described in the CREST Manual, or (b) if they have voted by way of Form of Instruction, arrange for Computershare UK to revoke or amend such previously submitted Form of Instruction by notifying Computershare UK by email at !UKALLDITeam2@computershare.co.uk prior to 4:00 p.m. (Toronto time) on November 16, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is three days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. In addition, if a holder of Yamana Depositary Interests, or its appointee, attends the Yamana Meeting in person or online and votes again at the Yamana Meeting, they will be revoking any and all previously submitted Forms of Instruction or CREST Voting Instructions. If a holder of Yamana Depositary Interests, or its appointee, does not wish to revoke all previously submitted Forms of Instruction or CREST Voting Instructions, they must not vote again in person or online at the Yamana Meeting or must only attend the Yamana Meeting in person or online as a guest.

If you have questions, you may contact Yamana’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

Voting of Proxies and Exercise of Discretion

The accompanying form of proxy, when properly signed, confers authority on the Persons named in it as proxies to use their discretion in voting on amendments or variations to the matters identified in the Notice of Special Meeting of Shareholders of Yamana or other matters that may properly come before the Yamana Meeting, or any adjournment or postponement thereof. In addition, if a Yamana Shareholder does not give any instruction as to how to vote on a particular issue to be decided at the Yamana Meeting, their proxyholder can vote such Yamana Shareholder’s Yamana Shares as he or she thinks fit. Notwithstanding the foregoing, the Persons named in the accompanying form of proxy will vote or withhold from voting the Yamana Shares in respect of which they are appointed in accordance with the direction of the Yamana Shareholder appointing them and if the Yamana Shareholder specifies a choice with respect to any matter to be voted upon, such Yamana Shareholders’ Yamana Shares will be voted accordingly. If a Yamana Shareholder signs and returns their form of proxy without designating a proxyholder and does not give voting instructions or does not specify that such Yamana Shareholder wants their Yamana Shares voted against the Arrangement Resolution, the Yamana representatives named in the form of proxy will vote such Yamana Shareholders’ Yamana Shares IN FAVOUR of the Arrangement Resolution.

IN THE ABSENCE OF ANY SUCH INSTRUCTION, YAMANA SHARES REPRESENTED BY PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOUR OF THE ARRANGEMENT RESOLUTION.

Voting by Registered Yamana Shareholders

Voting by Proxy

Voting by proxy is the easiest way for Registered Yamana Shareholders to cast their vote. Registered Yamana Shareholders can vote by proxy in any of the following ways:

A proxy will not be valid for use at the Yamana Meeting unless it is duly completed and received by Computershare in accordance with the instructions thereon by 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting. Late proxies may be accepted or rejected at the discretion of the Chair of the Yamana Meeting. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Yamana Meeting, at the Chair’s discretion, with or without notice. The proxy must be in writing and signed by the Yamana Shareholder or by the Yamana Shareholder’s attorney, duly authorized in writing or, if the Yamana Shareholder is a corporation, the written notice must be executed by its duly authorized officer or attorney. If a Yamana Shareholder votes by telephone or via the Internet, they do not return their form of proxy

If you have questions, you may contact Yamana’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

Voting by Live Internet Webcast or in Person

Only Registered Yamana Shareholders and duly appointed proxyholders who have registered with Computershare in advance of the Yamana Meeting will be able to attend, ask questions and vote online in real time or in person at the Yamana Meeting. A Registered Yamana Shareholder that wishes to appoint another Person or entity (who need not be a Yamana Shareholder) to represent such Registered Yamana Shareholder at the Yamana Meeting, either in person or online, may either insert the Person or entity’s name in the blank space provided in the form of proxy or complete another proper form of proxy and submit the form of proxy.

In addition, in order for a Registered Yamana Shareholder’s duly appointed proxyholder to attend, ask questions and vote online in real time at the Yamana Meeting, the Registered Yamana Shareholder must also take the additional step of registering its proxyholder with Computershare after it has submitted its form of proxy. To do so, such Registered Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their proxyholder’s contact information so that Computershare may register such proxyholder and provide the proxyholder with a username for the Yamana Meeting via email. This username will allow the Registered Yamana Shareholder’s proxyholder to log in to the live webcast and vote online in real time at the Yamana Meeting. The failure of a Registered Yamana Shareholder to register their proxyholder with Computershare will result in such Registered Yamana Shareholder’s proxyholder not receiving a username, which will prevent such Registered Yamana Shareholder’s proxyholder from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

Registered Yamana Shareholders who wish to appoint a proxyholder to attend, ask questions and vote in person at the Yamana Meeting do not need to register their proxyholder’s appointment with Computershare online.

See “– Attending the Yamana Meeting Online” and “– Attending the Yamana Meeting in Person” for instructions on how a Registered Yamana Shareholder and their duly appointed proxyholder may attend, ask questions and vote online in real time or in person at the Yamana Meeting.

Voting by Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests or holders in the United States)

The information set forth in this section is of significant importance to many Yamana Shareholders, as a substantial number of Yamana Shareholders do not hold Yamana Shares in their own name. Non-Registered Yamana Shareholders should note that only proxies deposited by Yamana Shareholders whose names appear in the records of Yamana as a Registered Yamana Shareholders or duly appointed proxyholder can be recognized and acted upon at the Yamana Meeting or any adjournment or postponement thereof.

If Yamana Shares are listed in an account statement provided to an Yamana Shareholder by a broker or other Intermediary then, in almost all cases, those Yamana Shares will not be registered in the Yamana Shareholder’s name on Yamana’s share register. Those Yamana Shares will more likely be registered under the name of the Yamana Shareholder’s Intermediary or an agent of that Intermediary. In Canada, the vast majority of such Yamana Shares are registered under the name of “CDS & Co.”, the registration name of CDS, which acts as nominee for many Canadian brokerage firms. Yamana Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Non-Registered Yamana Shareholders. Without specific instructions, the Intermediaries are prohibited from voting Yamana Shares for their clients. Yamana does not know for whose benefit the Yamana Shares registered in the name of CDS & Co., or another Intermediary, are held. 

NI 54-101 requires Intermediaries to seek voting instructions from Non-Registered Yamana Shareholders in advance of shareholder meetings. In accordance with the requirements of NI 54-101, Yamana has distributed copies of the Notice of Special Meeting of Shareholders of Yamana, this Circular and form of proxy to the Intermediaries and clearing agencies for onward distribution to Non-Registered Yamana Shareholders. Intermediaries are required to forward these materials to Non-Registered Yamana Shareholders unless the Non-Registered Yamana Shareholder has waived the right to receive them. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Yamana Shareholders in order to ensure that their Yamana Shares are voted at the Yamana Meeting or any adjournment or postponement thereof. Often, the form of proxy supplied to a Non-Registered Yamana Shareholder by its Intermediary is identical to the form of proxy provided to Registered Yamana Shareholders; however, its purpose is limited to instructing the Registered Yamana Shareholder on how to vote on behalf of the Non-Registered Yamana Shareholder.

Voting by Submitting Voting Instructions

For a Non-Registered Yamana Shareholder (other than holders of Yamana Depositary Interests), their Intermediary will send them their proxy-related materials and a voting instruction form that allows them to provide voting instructions to their Intermediary on the Internet, by telephone or by mail. To vote, a Non-Registered Yamana Shareholder should follow the instructions provided on their voting instruction form. A Non-Registered Yamana Shareholder’s Intermediary is required to ask for the Non-Registered Yamana Shareholder’s voting instructions before the Yamana Meeting. Non-Registered Yamana Shareholders are to contact their Intermediary if they do not receive a voting instruction form. Alternatively, a Non-Registered Yamana Shareholder may receive from their Intermediary a preauthorized form of proxy indicating the number of Yamana Shares to be voted, which they should complete, sign, date and return as directed on the form. Each Intermediary has its own procedures which should be carefully followed by Non-Registered Yamana Shareholders to ensure that their Yamana Shares are voted by their Intermediary on their behalf at the Yamana Meeting. Yamana intends to reimburse Intermediaries for the delivery of the meeting materials to Non-Registered Yamana Shareholders that have objected to their Intermediary disclosing certain ownership information about themselves to Yamana (objecting beneficial owners).

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. Non-Registered Yamana Shareholder (other than a holder of Yamana Depositary Interests) are requested to complete and return the voting instruction form in accordance with the instructions set out therein. Broadridge tabulates the results of all instructions received and provides appropriate instructions regarding the voting of Yamana Shares to be represented at the Yamana Meeting or any adjournment or postponement thereof. Yamana may utilize Broadridge’s QuickVote™ service to assist eligible Non-Registered Yamana Shareholders that are “non-objecting beneficial owners” with voting their Yamana Shares over the telephone. Yamana may utilize Broadridge’s QuickVote™ service to assist eligible Non-Registered Yamana Shareholders that are “non-objecting beneficial owners” with voting their Yamana Shares over the telephone. Certain Non-Registered Yamana Shareholders who are non-objecting beneficial owners may be contacted by Laurel Hill, which is soliciting proxies on behalf of the management of Yamana, to conveniently obtain a vote directly over the telephone.

If you have questions, you may contact Yamana’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

Voting by Live Internet Webcast or in Person

Only Registered Yamana Shareholders and duly appointed proxyholders (including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have appointed themselves as proxyholders) who have registered with Computershare in advance of the Yamana Meeting will be able to attend, ask questions and vote online in real time or in person at the Yamana Meeting. A Non-Registered Yamana Shareholder (other than a holder of Yamana Depositary Interests) can only vote its Yamana Shares online in real time or in person at the Yamana Meeting if it has previously appointed itself as the proxyholder for its Yamana Shares by printing its name in the space provided on the voting instruction form and submitting it as directed on the form.

In addition, in order to attend, ask questions and vote online in real time at the Yamana Meeting, Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) must also take the additional step of registering themselves as a proxyholder with Computershare after it has submitted its voting instruction form. To do so, such Non-Registered Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their contact information so that Computershare may register such Non-Registered Yamana Shareholder and provide them with a username for the Yamana Meeting via email. This username will allow a Non-Registered Yamana Shareholder to log in to the live webcast and vote online in real time at the Yamana Meeting. The failure of a Non-Registered Yamana Shareholder to register themselves as a proxyholder with Computershare will result in such Non-Registered Yamana Shareholder not receiving a username, which will prevent such Non-Registered Yamana Shareholder from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) who wish to attend, ask questions and vote in person at the Yamana Meeting do not need to register their appointment with Computershare online. Non-Registered Yamana Shareholders who have appointed themselves as proxyholders and who plan to attend and vote in person at the Yamana Meeting must register with Yamana’s transfer agent, Computershare, when they arrive at the Yamana Meeting to ensure that their vote will be counted. As their vote will be taken and counted at the Yamana Meeting, Non-Registered Yamana Shareholders who have duly appointed themselves as proxyholders should not indicate their votes on their voting instruction form when they submit such form. If a Non-Registered Yamana Shareholder who has duly appointed itself as proxyholder is declined access to the Yamana Meeting due to public health concerns or protocols, such Non-Registered Yamana Shareholder will be given an opportunity to leave their completed form of proxy or ballot with the scrutineer outside of the Yamana Meeting.

A Non-Registered Yamana Shareholder (other than a holder of Yamana Depositary Interests) may also appoint someone else (who need not be a Yamana Shareholder) as its proxyholder to vote its Yamana Shares in person or online at the Yamana Meeting by printing their name in the space provided on the voting instruction form and submitting it as directed on the form. In addition, in order for the Non-Registered Yamana Shareholder’s proxyholder to attend, ask questions and vote online in real time at the Yamana Meeting, the Non-Registered Yamana Shareholder must also take the additional step of registering its proxyholder with Computershare after it has submitted its voting instruction form. To do so, such Non-Registered Yamana Shareholder must access www.computershare.com/Yamana by no later than 4:00 p.m. (Toronto time) on November 17, 2022, or no later than 4:00 p.m. (Toronto time) on the date that is two days (excluding Saturdays, Sundays and holidays) before the date of any adjourned or postponed Yamana Meeting, and provide Computershare with their proxyholder’s contact information so that Computershare may register such proxyholder and provide the proxyholder with a username for the Yamana Meeting via email. This username will allow the Non-Registered Yamana Shareholder’s proxyholder to log in to the live webcast and vote online in real time at the Yamana Meeting. The failure of a Non-Registered Yamana Shareholder to register their proxyholder with Computershare will result in such Non-Registered Yamana Shareholder’s proxyholder not receiving a username, which will prevent such Non-Registered Yamana Shareholder’s proxyholder from being able to ask questions or vote online in real time at the Yamana Meeting and only being able to attend the Yamana Meeting online as a guest. Guests will not be permitted to vote or ask questions online in real time at the Yamana Meeting.

Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) who wish to appoint a proxyholder to attend, ask questions and vote in person at the Yamana Meeting do not need to register their proxyholder’s appointment with Computershare online. Duly appointed proxyholders who plan to attend and vote in person at the Yamana Meeting must register with Yamana’s transfer agent, Computershare, when they arrive at the Yamana Meeting to ensure that their vote will be counted. If a duly appointed proxyholder is declined access to the Yamana Meeting due to public health concerns or protocols, such proxyholder will be given an opportunity to leave their completed form of proxy or ballot with the scrutineer outside of the Yamana Meeting.

See “– Attending the Yamana Meeting Online” and “– Attending the Yamana Meeting in Person” for instructions on how a Non-Registered Yamana Shareholder, or a Non-Registered Yamana Shareholder’s duly appointed proxyholder may attend and vote online in real time or in person at the Yamana Meeting.

Voting instructions must be received in sufficient time to allow the voting instruction form to be forwarded by the Non-Registered Yamana Shareholder’s Intermediary to Computershare before 4:00 p.m. (Toronto time) on November 17, 2022. If a Non-Registered Yamana Shareholder plans to participate in the Yamana Meeting (or to have its proxyholder participate in the Yamana Meeting), such Non-Registered Yamana Shareholder or its proxyholder will not be entitled to vote or ask questions, either in person or online in real time, unless the proper documentation is completed and received by the Non-Registered Yamana Shareholder’s Intermediary well in advance of the Yamana Meeting to allow them to forward the necessary information to Computershare before 4:00 p.m. (Toronto time) on November 17, 2022. Non-Registered Yamana Shareholders should contact their respective Intermediaries well in advance of the Yamana Meeting and follow their instructions if they want to participate in the Yamana Meeting. Guests, including Non-Registered Yamana Shareholders who have not duly appointed themselves as proxyholders can attend the Yamana Meeting in person or online by logging into the Yamana Meeting at https://web.lumiagm.com/497366151, selecting the “I am a guest” icon at the login screen and entering the information requested on the online form. Guests may listen to the Yamana Meeting in person or online but will not be able to ask questions or vote in person or online in real time.

Voting by Holders of Yamana Depositary Interests

Holders of Yamana Depositary Interests should refer to “Information Concerning the Holders of Yamana Depositary Interests” for information relating to the voting of their Yamana Depositary Interests at the Yamana Meeting, including what steps they must take in order to appoint themselves, or another person, as proxyholder in order to ask questions and vote either in person or online in real time at the Yamana Meeting.

Holders of Yamana Depositary Interests can contact Yamana’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, for assistance by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

Voting by Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) located in the United States

Non-Registered Yamana Shareholders (other than holders of Yamana Depositary Interests) located in the United States must provide Computershare with a duly completed legal proxy if they wish to vote at the Yamana Meeting or appoint a third party as their proxyholder. Non-Registered Yamana Shareholders located in the United States are to follow the instructions of their Intermediary included with their form of proxy or voting instruction form, or contact their Intermediary, to request a legal proxy form or a legal proxy if they have not received one. After obtaining a valid legal proxy from the Intermediary, Non-Registered Yamana Shareholders located in the United States must then submit such legal proxy to Computershare. Requests for registration from Non-Registered Yamana Shareholders located in the United States that wish to vote at the Yamana Meeting or, if permitted, appoint a third party as their proxyholder, must be sent by email to uslegalproxy@computershare.com or by courier to Computershare, at Proxy Department, 8th Floor, 100 University Avenue, Toronto, ON, M5J 2Y1 and must be labeled “Legal Proxy” and received not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Yamana Meeting or any adjournment or postponement thereof. Non-Registered Yamana Shareholders located in the United States will then receive a confirmation of their registration, with a username, by email from Computershare that will allow such Non-Registered Yamana Shareholders located in the United States to attend the Yamana Meeting, either in person or online. Non-Registered Yamana Shareholders located in the United States may also appoint someone else as their proxyholder for their Yamana Shares to represent such Non-Registered Yamana Shareholders located in the United States and vote on their behalf at the Yamana Meeting, either in person or online, by obtaining a legal proxy, executed in their proxyholder’s favour, from the holder of record and registering them with Computershare in the manner described above.

Guests

Only Yamana Shareholders as of the Record Date and other permitted attendees may attend the Yamana Meeting. Attending the Yamana Meeting allows Registered Yamana Shareholders and duly appointed proxyholders, including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have duly appointed themselves or a third party as proxyholder, to participate, ask questions and vote online in real time or in person at the Yamana Meeting. If a Non-Registered Yamana Shareholder or holder of Yamana Depositary Interests appoints a third party proxyholder to represent them at the Yamana Meeting, the Non-Registered Yamana Shareholder or holder of Yamana Depositary Interests, as applicable, will only be able to attend the Yamana Meeting as a guest. Guests, including Non-Registered Yamana Shareholders and holders of Yamana Depositary Interests who have not duly appointed themselves a proxyholder, can log into the Yamana Meeting online and listen to the Yamana Meeting or attend the Yamana Meeting in person, but will not be able to ask questions or vote online in real time or in person. See “– Attending the Yamana Meeting Online” for instructions on how a guest can log into the Yamana Meeting online and listen to the Yamana Meeting.

If you have questions, you may contact Yamana’s strategic shareholder advisor and proxy solicitation agent, Laurel Hill, by telephone at 1-877-452-7184 (toll free in North America), at 1-416-304-0211 (for collect calls outside of North America), or by email at assistance@laurelhill.com.

Record Date

The Yamana Board has fixed, and the Interim Order provides for, the close of business on October 18, 2022, as the Record Date for the determination of Yamana Shareholders that will be entitled to receive notice of the Yamana Meeting, and any adjournment or postponement thereof, and that will be entitled to vote at the Yamana Meeting.

Quorum

Under Yamana’s by-laws and the Interim Order, the quorum for the Yamana Meeting is two persons present in person, each being a Yamana Shareholder entitled to vote at the Yamana Meeting or a duly appointed proxy or proxyholder for an absent Yamana Shareholder so entitled, holding or representing in the aggregate not less than 33^1/3% of the issued and outstanding Yamana Shares carrying voting rights at the Yamana Meeting. Pursuant to the Interim Order, Yamana Shareholders who participate in and/or vote at the Yamana Meeting online are deemed to be present at the Yamana Meeting for all purposes, including quorum.

Yamana Shares and Principal Holders Thereof

Yamana is authorized to issue an unlimited number of Yamana Shares and an unlimited number of Yamana Preferred Shares, of which 961,003,488 Yamana Shares were issued and outstanding as of the Record Date. Registered Yamana Shareholders are entitled to receive notice of, and to attend and vote at, all meetings of the Yamana Shareholders, and each Yamana Share confers the right to one vote in person or by proxy at all meetings of the Yamana Shareholders.

Only Yamana Shareholders of record on October 18, 2022 are entitled to vote or to have their Yamana Shares voted at the Yamana Meeting.

As at October 18, 2022, to the knowledge of the directors and executive officers of Yamana, the following is the only Person who beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of Yamana carrying 10% or more of the voting rights attached to any class of voting securities of Yamana:

New York Stock Exchange Rules

If a Yamana Shareholder’s broker is subject to the NYSE rules, the broker has discretionary authority to vote Yamana Shares without instructions from Non-Registered Yamana Shareholders only on matters considered “routine” by the NYSE. If a Yamana Shareholder does not provide their voting instructions to the broker, the broker cannot vote the Yamana Shareholder’s Yamana Shares in favour of the Arrangement Resolution and any other “non-routine matters” and such Yamana Shares will not be included in the votes “cast” for any such “non-routine” matter. Even without voting instructions to the broker, such Yamana Shares will be counted for quorum purposes.

Vote Counting

Votes by proxy are counted and tabulated by Yamana’s transfer agent, Computershare.

THE ARRANGEMENT

Details of the Arrangement

On May 31, 2022, Gold Fields and Yamana entered into the Arrangement Agreement pursuant to which Gold Fields agreed to acquire all of the issued and outstanding Yamana Shares. The Arrangement will be effected pursuant to a court-approved plan of arrangement under the CBCA involving, among others, Yamana and Gold Fields, pursuant to the terms of the Arrangement Agreement, the Interim Order and the Final Order. Subject to receipt of the Yamana Shareholder Approval, the Gold Fields Shareholder Approval, the Final Order and the satisfaction or waiver of certain other conditions, a wholly-owned subsidiary of Gold Fields will acquire all of the issued and outstanding Yamana Shares on the Effective Date. The Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act pursuant to section 3(a)(10) thereof with respect to the issuance of the Consideration Shares pursuant to the Arrangement.

If completed, the Arrangement will result in a wholly-owned subsidiary of Gold Fields acquiring all of the issued and outstanding Yamana Shares on the Effective Date, Yamana will become a wholly-owned subsidiary of Gold Fields and Gold Fields will continue the operations of Gold Fields and Yamana on a combined basis. Pursuant to the Plan of Arrangement, at the Effective Time, Yamana Shareholders will receive 0.6 of a Consideration Share for each Yamana Share or Yamana Depositary Interest held at the Effective Time.

Former Yamana Shareholders and Former Gold Fields Shareholders are expected to own approximately 39% and 61%, respectively, of the Gold Fields Shares, and thus the Combined Company, immediately following completion of the Arrangement (on a non-diluted basis), in each case based on the number of Yamana Shares and Gold Fields Shares issued and outstanding as of May 30, 2022. For further information regarding Gold Fields following completion of the Arrangement, see “Information Concerning the Combined Company Following the Arrangement”.

Background to the Arrangement

The Arrangement Agreement and the Arrangement is the result of arm’s length negotiations among representatives of Yamana and Gold Fields and their respective legal and financial advisors, as more fully described herein. The following is a summary of the principal events leading up to the execution of the Arrangement Agreement and public announcement of the Arrangement.

The Yamana Board, together with senior management, regularly reviews and assesses its overall corporate strategy and long-term strategic plan with a view to strengthening Yamana’s business and identifying opportunities to increase shareholder value. As part of this process, the Yamana Board and senior management continuously review the relative merits of continuing as an independent enterprise, strategic acquisitions and divestitures as well as various combinations involving Yamana, its assets or its mines and projects. In order to facilitate this review, Yamana occasionally engages external financial advisors to assist with its review and analysis of strategic alternatives.

In the ordinary course of business, Yamana has had regular engagements with several industry peers for the purpose of seeking opportunities for collaboration, joint business development opportunities, asset acquisitions and, in some circumstances, evaluation of more transformational strategic alternatives, including the potential for corporate-level combinations, all with a view to enhancing shareholder value.

In early 2020, the Yamana Board mandated a more fulsome strategic review by Yamana’s senior management. The following is a summary of some of the strategic reviews undertaken by Yamana, along with a summary of the engagements it had with various industry peers that ultimately led to the conclusion of the Yamana Board that the Arrangement is in the best interests of Yamana.

Strategic Review

Prior to 2020, Yamana undertook several transactions and other strategic initiatives to strengthen its balance sheet, improve the quality of its asset portfolio and optimize its operations. In addition, the Yamana Board undertook a process to refresh its composition, which included increasing gender diversity, to ensure a wide range of perspectives, expertise and experience. The Yamana Board also undertook improvements to its management construct which included bringing in new executives and other senior level managers, to realign the manner in which Yamana was operated and managed. Throughout this process, the Yamana Board was also looking at how to maximize value for Yamana, particularly having regard for the changing landscape in capital markets for precious metal mining companies.

Implementing the organic growth and value creation portion of the strategy, Yamana undertook a review of the integration of the Agua Rica project and the Alumbrera mine, and then in late 2020 it created the MARA joint venture with Glencore International AG and Newmont Corporation, establishing a path towards value creation and development for one of the most significant copper/gold projects in the world. In addition, Yamana engaged with Monarch Gold Corporation in 2020 on an acquisition that closed in early 2021 which included the Wasamac Project and the Camflo property. Also in early 2021, Yamana made a positive construction decision for the Malartic Odyssey underground project at the Canadian Malartic Mine. Subsequently, the Yamana Board made a construction decision with respect to the Wasamac Project and vended the Camflo property into the Canadian Malartic General Partnership. In its producing assets portfolio, Yamana advanced a series of expansions and improvements, including the advancement of the phased expansion approach at the Jacobina Mining Complex. These efforts have provided Yamana with assets having long life production and cash flow generation in prime mining jurisdictions, which have meaningfully increased Yamana’s value as shown by the increase in Yamana’s consensus net asset value (“NAV”), net of metal prices changes, during this period.

In early 2021, Yamana released a 10-year production overview, which went beyond the prior practice of providing guidance over three years, reflecting the sustainable production platform of the asset portfolio. The long-term production overview disclosed a base case of 1 million GEO per year and an upside case of 1.2 million GEO per year by approximately 2028, underpinned by contributions from the newly acquired and optimized Wasamac Project.

In the second quarter of 2022, after completing optimization work on its assets during 2021, including additional engineering studies and exploration programs, Yamana updated its ten-year outlook and established the Yamana 1.5 Plan. The Yamana 1.5 Plan contemplates low capital cost growth of approximately 50% to a base level of 1.5 million GEO within the ten-year outlook which is underpinned by multiple low-risk, low-capital projects that adhere to Yamana’s balanced approach to capital allocation. Further growth beyond this level, for a production platform of 2.75 million to 3.1 million GEO, was also identified with upside potential from MARA, Suyai and other opportunities within the generative exploration portfolio.

While the Yamana 1.5 Plan represented significant growth in production, NAV and cash flow at manageable capital requirements, it also increased Yamana’s proportional exposure to development stage assets versus producing assets with value attributable to development stage assets being proportionately higher relative to Yamana’s peers, which is reflected in Yamana’s lower trading multiples of price-to-NAV and price-to-cash flow compared to peers.

Furthermore, gold producers in general have experienced a compression of multiples and reduced market valuations as a result of the reduction in size and quantity of resource funds. As such, it became evident that, given resource funds no longer had the same assets under management, there was a need to attract a more general spectrum of investors. Those general investors appear to desire greater size, liquidity and scale, as well as companies that prioritize cash flow generation.

The Yamana Board has consistently believed that the quality and upside potential of its portfolio of assets is consistent with larger companies and recognizes that companies of similar size to Yamana trade at multiples to NAV that are lower compared to larger companies’ multiples.

In response to investor sentiment and capital allocation by larger institutional shareholders, the Yamana Board recognized that, in addition to asset quality, the importance of market size and scale was increasing. As noted above, in this context, beginning in 2020, Yamana’s senior management commenced a strategic process under the direction of the Yamana Board to evaluate its portfolio of core assets and assess different alternatives to increase Yamana’s value and its position in the precious metals industry. This process involved an assessment of organic growth projects and asset optimizations in combination with acquisitions, mergers, and other external opportunities, all with a view to creating greater critical mass and maximizing shareholder value, taking into account financial, industry, competition and other considerations. 

Considering all these factors, and in order to maximize shareholder value, Yamana’s senior management and the Yamana Board concluded that, as attractive as the growth portfolio was, it should consider opportunities outside of Yamana in order to become a larger, more substantive, more diversified producer on the basis that the inherent value of Yamana’s asset portfolio and attractive growth profile would be more accurately reflected as part of a larger, more diversified producer. The Yamana Board believed that execution of this strategy would increase Yamana’s scale and market relevance, enhance general investor interest, improve access to capital, and create higher value from increased near-term cash flow from a portfolio of producing assets complemented by medium and long-term growth. As such, Yamana broadened its focus to evaluating strategic business combinations and other acquisitions. In all cases, the quality of third party assets in consideration and the continued effective management of Yamana’s assets and operations, was critical to the evaluation being conducted by Yamana’s senior management and the Yamana Board.

Execution of Board Mandated Strategic Considerations

Upon the direction of the Yamana Board to advance the strategic review discussed above, Yamana’s senior management assessed, either through desktop or direct engagement, several producing companies and had a variety of corporate development discussions as part of evaluating potential “merger of equals” (“MOE”) transactions, transformative acquisitions or change of control transactions at a premium. One of the challenges faced was that Yamana’s trading multiples could not support a premium for actionable, high quality acquisition opportunities. In some cases, they could not support MOE transactions due to the expected dilution to shareholders and inherent undervaluation of the intrinsic value of Yamana.

What follows is a summary of some of the strategic considerations and opportunities that were evaluated during this period that begins in 2020. In addition to the specific engagements noted below, throughout the period beginning in early 2020, under the guidance of the Yamana Board, and after receiving a number of inbound expressions of interest, Yamana’s senior management engaged in varying discussions with other precious metal mining companies and in some cases, other companies with significant precious metal exposure. Other than the discussions with Gold Fields, none of these discussions resulted in a sufficiently attractive proposition at the applicable time.

Specific Engagements

In early 2020 Yamana had an opportunity to engage indirectly with Gold Fields as a result of a process undertaken by it relating to a potential joint venture, for an asset under development in Chile. In that context, Yamana’s senior management conducted an initial review of the asset and was impressed with its quality. Given that Yamana had operating mines in the region, it decided to make an overture expressing an interest in a joint venture. Yamana was advised that Gold Fields was considering selling only a minority interest in the project, which was not of interest to Yamana. Through advisors, Yamana indicated that it was prepared to consider either purchasing the asset, purchasing control of the asset or, at a minimum, engaging in a 50/50 joint venture. It was noted to Yamana that Gold Fields was not prepared to sell more than a minority interest and so, following discussions with the Yamana Board, it was decided not to proceed. While no direct discussions ensued, Gold Fields was now on the radar of Yamana relating to the Yamana Board mandate and strategic considerations. Yamana did not pursue or engage in any further discussions, nor did it consider any broader transaction linked to Gold Fields at that time.

However, Yamana became aware from that engagement of Gold Fields’ transformational efforts and increased geographic diversification, as well as the quality of certain of its key assets, given their geological characteristics and upside potential. Yamana continued to monitor the progress of the asset in Chile and the broader corporate efforts, which included the optimization of Gold Fields’ balance sheet and continued improvement of its assets.

From time to time, including into early 2021, Yamana received presentations from investment bankers and other advisors on transactions they believed, having regard to Yamana’s stated strategic plan, could be interesting to Yamana. Several of these presentations included Gold Fields as a possible candidate for a business combination. It was suggested that Yamana consider engaging in discussions to consider the merits of such a business combination. It came to Yamana’s attention, however, that Gold Fields was in the midst of a management transition and so, following discussions with the Yamana Board, it was decided not to engage further at that time.

In November 2021, the Chief Executive Officer of Gold Fields contacted the Executive Chairman of Yamana to organize a conference call for the end of November 2021. This marked the beginning of a seven-month process whereby Yamana engaged to the fullest extent on understanding the quality of the Gold Fields portfolio. More specific discussion on the Arrangement background follows under “– Discussions with Gold Fields”.

At the time of this direct overture, Gold Fields became one of several alternatives under consideration by the Yamana Board. While a detailed summary of the engagements with Gold Fields is set forth below, these engagements must be considered in the context of other material initiatives as summarized below, some of which had preceded these engagements and some of which began afterwards.

In early 2020, Yamana’s senior management initiated a review based on public information of several gold producers. One mid-tier gold producer under review had complimentary assets and in most cases, jurisdictional quality comparable to Yamana’s (“Party One”). Management conducted initial due diligence on Party One and delivered presentations to the Yamana Board on potential combinations with Party One which analyzed the industrial logic and financial metrics of a MOE transaction. Between March 2020 and May 2020, Yamana’s senior management continued advancing due diligence while Yamana’s Executive Chairman had several engagements with Party One’s Chief Executive Officer to discuss a potential transaction. Over several months thereafter, Yamana’s senior management continued due diligence reviews and continued to monitor Party One’s performance and the resolution of issues relating to certain jurisdictions in which they operated. Party One emphasized that they preferred to resolve these corporate issues before engaging in more formal discussions. These discussions then continued in the first half of 2021, during which it was indicated to Yamana that a premium commensurate with other acquisitions would need to be paid. Party One’s position was that while there were similarities between the companies, which included managing several assets in various jurisdictions, there was a comparative size differential between them. Discussions also centered on management integration, completion of diligence and more detailed discussions on value and premium. In light of the price expectations expressed by Party One, and the due diligence and modelling work completed at the time, Yamana’s senior management expressed concerns about certain transaction measures important to the Yamana Board, primarily the cash flow and free cash flow generation profile. A transaction at the price expectations of Party One would not be sufficiently accretive to Yamana Shareholders and formal discussions with Party One were discontinued.

During this same period of time, Yamana initiated a discussion with another mid-tier gold producer (“Party Two”). An overview based on public information was prepared for the Yamana Board, which instructed senior management to continue its work given the scale and asset quality attributes of the pro forma entity. Yamana’s Chief Executive Officer contacted Party Two’s Chief Executive Officer to discuss the concept of a potential at-market combination. Party Two showed interest although it indicated that it needed to complete certain operational milestones before committing to a deeper engagement. Management continued to monitor the performance and progress of Party Two. Following updated presentations and discussions with the Yamana Board in late 2020, it was determined that further analysis of Party Two was worth pursuing, including detailed due diligence and site visits. These discussions continued into early 2021, when Yamana’s Executive Chairman and its Chief Executive Officer had a discussion with the Chief Executive Officer of Party Two to confirm that the previously discussed operational issues had been rectified, and whether it was time to engage in more fulsome due diligence. An overture was again made to Party Two on the merits of a possible at-market combination. Following these discussions, a meeting was convened with Yamana’s Executive Chairman and the Chief Executive Officer of Party Two to agree to a process for detailed due diligence and access for site visits. Yamana’s senior management and due diligence team members were provided with access to confidential information and began an engagement with senior management and due diligence team members of Party Two and conducted extensive due diligence on its primary asset, including site visits and joint technical sessions over a six-month period. After completing a detailed assessment inclusive of building a resource model and mine plan, presentations were made to the Yamana Board and a directive was received to advance to negotiations. Yamana’s senior management made a formal proposal to Party Two for a potential at-market merger. In the course of discussions, Party Two expressed a desire to transact if a premium was paid. In light of the important financial measures to the Yamana Board, Yamana’s senior management considered a possible premium, however, in further discussions it did not appear that Yamana could agree to provide a premium in line with the expectations of Party Two. Yamana had been made aware that there were other interested parties and while Yamana agreed to continue to consider the matter, during that period of consideration, Party Two entered into a transaction pursuant to which it was sold at a premium.

Yamana’s senior management also began an in-depth review of a larger mid-tier gold producer (“Party Three”) throughout 2020 and discussed the merits of a transaction. That led to an engagement between Yamana’s Executive Chairman and the Chief Executive Officer of Party Three beginning in September 2021. Yamana and Party Three had already been familiar with each other as they had a prior engagement before 2020. However, given Yamana was engaged in other strategic initiatives to strengthen its balance sheet, improve the quality of its asset portfolio and optimize its operations, it was not optimal to pursue a transaction at that time. In 2020, Yamana and Party Three re-engaged in connection with the evaluation of various strategic alternatives, including the creation of joint ventures or a potential combination or reorganization of the parties’ respective portfolios. Yamana’s senior management began an in-depth review of Party Three throughout 2020 and discussed the merits of a transaction with Party Three with the Yamana Board based on the quality of the assets, the jurisdictional risk profile and financial metrics. Discussions among members of management of Yamana and Party Three continued through this period, and beginning in September 2021, Yamana and Party Three mutually exchanged technical and financial information. Through September 2021, Yamana’s senior management and due diligence team met in person with representatives of Party Three to advance each party’s knowledge of the other’s material assets. After completing due diligence, Yamana’s senior management and the Yamana Board concluded that, although there were certain benefits to a potential business combination with Party Three, there was limited upside in several of its core assets and significant inherent risks in Party Three’s geographical and jurisdictional presence. As such, Yamana’s senior management and the Yamana Board concluded that the opportunity for value creation and upside were below a threshold considered acceptable relative to other available strategic alternatives. Discussions with Party Three ceased when Yamana and Gold Fields entered into the Exclusivity Agreement.

Some time in mid-2021, initial discussions occurred between Yamana’s Executive Chairman and the Chief Executive Officer of a larger gold producer than Yamana (“Party Four”) with respect to a potential acquisition of Yamana at a premium. Management of the two companies were familiar with each other as a result of previous engagements and had considered prior strategic transactions. Both Yamana’s Executive Chairman and Chief Executive Officer had several phone calls and in person meetings with Party Four’s Chief Executive Officer. The merits of a business combination were presented to the Yamana Board which directed Yamana’s senior management to conduct due diligence on Party Four, consider further the possibility of a transaction, and start value discussions. Yamana recognized that Party Four did not have the same depth and breadth of experience in some of the jurisdictions in which Yamana operated which was a factor that was taken into consideration in the possibility of a business combination. Discussions with Party Four were paused in furtherance of Party Four’s pursuit of other corporate matters in late 2021, however interest in a combination remained. In April 2022, Yamana’s Executive Chairman met with the Chief Executive Officer of Party Four and was presented with a conceptual proposal outlining a transaction for the acquisition of certain of Yamana’s material assets at a premium to their consensus NAV, although not for the entirety of Yamana. The conversations were focused primarily on the possible acquisition of certain assets. Although the proposal considered a premium for the core assets commensurate with their scale and quality in a larger pro forma company, it also implied a more modest premium to the trading price of the Yamana Shares. The Yamana Board considered that while taking a premium on certain assets was worth considering, there would likely be a discount applied on certain of the other assets, or any survivor company with such assets, which would create risk in terms of the remaining portfolio and hence the overall transaction. Yamana and Party Four also discussed potential structures involving concurrent asset-level transactions with multiple buyers, all of which would be at a premium. The Yamana Board and Yamana’s senior management evaluated the options and updated the due diligence work on Party Four’s portfolio and concluded that a potential transaction involved comparably greater complexity and risk relative to other available strategic alternatives at the time. Discussions with Party Four ceased when Yamana and Gold Fields entered into the Exclusivity Agreement.

Simultaneous with the other reviews underway, Yamana’s senior management began conducting due diligence on a mid-tier precious metals producer (“Party Five”) in late 2021, given its metal mix, assets profile, market position and jurisdictional presence was comparable to Yamana’s. Yamana’s senior management presented its determinations to the Yamana Board during a strategy meeting in December 2021 at which the Yamana Board concluded that Yamana should engage in discussions with Party Five. In January of 2022, Yamana’s Executive Chairman had several phone calls and in-person meetings with the Chief Executive Officer of Party Five to evaluate a potential business combination. In February 2022, Yamana’s senior management met in person with representatives of Party Five to discuss the technical aspects of each other’s portfolios and the due diligence approach in greater detail. Beginning in March 2022, Yamana and Party Five mutually exchanged confidential technical and financial information. Yamana’s senior management and due diligence team met with representatives of Party Five in May 2022 to review details of the updated life of mine (LOM) plans and growth opportunities of Yamana. Through this process, and after conducting significant due diligence, Party Five stated its interest in combining with Yamana and would consider a transaction at a premium. Discussions ensued on value and structuring alternatives; however, a potential transaction with Party Five would not have resulted in a combined entity the same market scale, asset quality and value proposition as the Combined Company. These discussions ceased when Yamana and Gold Fields entered into the Exclusivity Agreement.

Discussions with Gold Fields

During this period of continued consideration and discussion with different companies, in mid-November 2021 a non-exclusive engagement between Yamana and Gold Fields began through Yamana’s Executive Chairman and the Chief Executive Officer of Gold Fields. Yamana reached a preliminary conclusion that the asset quality and international geographical presence of Gold Fields represented interesting possibilities for business combinations. Moreover, Gold Fields lacked a presence in North America and had a limited presence in South America, the result of which is that a business combination with Yamana, with its significant presence in the Americas, could make jurisdictional sense. Bearing in mind Yamana’s previous engagement relating to Gold Fields’ development stage asset in Chile, Yamana considered that a possible combination would result in a complementary contribution of quality assets.

A video conference call was organized for November 29, 2021 where the possibility of a potential combination between Yamana and Gold Fields was discussed. Yamana’s Executive Chairman requested that Gold Fields provide Yamana with a presentation on their company to be shared with management and the Yamana Board. Following this, Yamana’s Executive Chairman briefed Yamana’s senior management on the opportunity and after completing an initial assessment, and reviewing the presentation materials received from Gold Fields, management recommended the initiation of due diligence. Yamana’s senior management advanced its review and prepared a presentation to be delivered to the Yamana Board at the December 2021 strategy meeting. The presentation included various transaction alternatives, including a possible transaction with Gold Fields.

On December 16, 2021, during the scheduled strategy meeting, the Yamana Board and Yamana’s senior management reviewed the presentation provided by Gold Fields and discussed in detail the rationale and financial metrics of a potential transaction with Gold Fields, as well as several other opportunities for internal and external growth including the potential transactions and strategic options available to Yamana involving other third parties as noted above.

Following these deliberations, the Yamana Board determined and mandated that Yamana’s senior management continue to engage in discussions with Gold Fields regarding a potential transaction, given the strong merits of a potential combination, and to continue to advance due diligence on Gold Fields’ portfolio. Yamana’s senior management then engaged with its existing financial advisor, Canaccord Genuity, to review the opportunity and provide advice while concurrently continuing to explore and evaluate a number of other strategic options that were available to Yamana.

On January 11, 2022, the Yamana Board met via video conference and received an update in camera from Yamana’s Executive Chairman and Chief Executive Officer on the status of discussions with Gold Fields and discussed the merits, opportunities, and potential risks of a transaction with Gold Fields.

On January 16, 2022, Yamana’s senior management team received an initial presentation from Canaccord Genuity with respect to a potential combination with Gold Fields, detailing Gold Fields’ portfolio, the industrial logic of a business combination, transaction metrics, cross ownership and market positioning among other matters.

On January 31, 2022, Yamana’s Executive Chairman and the Chief Executive Officer of Gold Fields had a telephone call to discuss a potential combination, including setting certain expectations regarding strategy, timing and key areas of due diligence and evaluation. On February 2, 2022, the Chief Executive Officer of Gold Fields sent an email to Yamana’s Executive Chairman confirming his alignment with respect to the matters discussed on their preceding call. An agreement was reached that under confidentiality, and prior to reviewing in detail the information in data rooms, each of the two management teams present their companies and strategies in detail to the other, creating an opportunity to have discussions on the respective portfolio of assets as well as to assess management competencies and capabilities of the two companies.

On February 9, 2022, Yamana and Gold Fields entered into the Confidentiality Agreement, which contained mutual confidentiality and standstill provisions for a two-year term, to enable the provision of non-public information and to facilitate further discussions between the Parties.

On February 10, 2022, representatives of Yamana’s senior management delivered an extensive presentation to representatives of Gold Fields’ senior management and reviewed, among other matters, a corporate overview, ESG approach, Yamana’s portfolio of assets, life of mine plans, development and construction progress, and optimization and exploration opportunities. It was also discussed where Yamana saw value opportunities beyond consensus value for certain key assets and the current strategy to realize that value organically and within a larger entity.

On February 16, 2022, the Yamana Board met via video conference to receive an update regarding the discussions with Gold Fields and to further deliberate the merits of a possible transaction, including the strategic rationale and the profile of the combined entity. Following the discussion, the Yamana Board determined that Yamana’s senior management should continue to engage in discussions with Gold Fields and continue to advance due diligence.

On February 22, 2022, representatives of Gold Fields’ senior management presented to certain representatives of Yamana’s senior management and reviewed, among other things, a corporate overview, ESG approach, Gold Fields’ portfolio of assets, life of mine plans, development and construction progress and exploration opportunities. As with the previous engagement, Gold Fields also presented the value opportunities versus consensus within their portfolio and the path to achieve them.

On March 1, 2022, Yamana’s Executive Chairman and the Chief Executive Officer of Gold Fields met in person at the BMO Capital Markets’ Global Metals & Mining Conference in Florida, United States where they discussed the due diligence progress and logistics for site visits and general parameters of a potential transaction.

On March 22, 2022, the Yamana Board met in person and received an update regarding the discussions with Gold Fields, the status of due diligence and a market update, following which the Yamana Board directed senior management to continue to engage in discussions with Gold Fields regarding a potential transaction and to begin to refine terms upon which Yamana would engage.

On April 7, 2022, Yamana’s Executive Chairman and the Chief Executive Officer of Gold Fields had a telephone call to discuss a possible transaction. At Yamana’s request, Gold Fields confirmed that its preliminary assessment indicated a valuation for Yamana which implied a proposed exchange ratio of approximately 0.50 of a Gold Fields Share or Gold Fields ADS for each Yamana Share. The Yamana Board felt that this proposed exchange ratio was considered fair and implied an offer price sufficiently above where the share price was trading.

On April 14, 2022, Yamana entered into formal engagement letters with Canaccord Genuity and Stifel GMP specifically in connection with their respective appointments as financial advisors in connection with a proposed transaction with Gold Fields.

On April 19, 2022, Yamana provided Gold Fields and its representatives with additional access to a virtual data room containing fulsome material information regarding Yamana in order to facilitate legal, financial and technical due diligence.

On April 27, 2022, the Yamana Board met to receive an update regarding the discussions with Gold Fields and the status of a potential transaction. The meeting included a meeting of the Yamana Board without the presence of management and an in camera meeting of independent directors of the Yamana Board.

On May 10, 2022, Gold Fields provided Yamana and its representatives with access to additional material information regarding Gold Fields in order to facilitate ongoing financial and technical due diligence.

Between May 9 and May 12, 2022, members of Gold Fields’ senior management completed site visits at Yamana’s Jacobina mine in Brazil, MARA project in Argentina and El Peñon mine in Chile. Between May 13 and May 16, 2022, members of Yamana’s senior management and technical team completed site visits at Gold Fields’ Salares Norte project in Chile, South Deep mine in South Africa, Tarkwa mine in Ghana and St. Ives, Granny Smith, Agnew and Gruyere mines in Australia.

On May 13, 2022, Gold Fields delivered an initial non-binding proposal to Yamana with respect to a potential business combination, including a proposed exchange ratio of 0.54 of a Gold Fields Share or Gold Fields ADS for each Yamana Share, and Gold Fields requested for Yamana to enter into exclusive negotiations with Gold Fields. At the time, the share exchange ratio implied a value for Yamana that was not in line with Yamana’s value expectations.

On May 15, 2022, Yamana delivered a response to Gold Fields indicating that the financial terms of the indicative proposal were inadequate. The response indicated that Yamana would be willing to continue to engage in discussions with Gold Fields on a non-exclusive basis.

On May 16, 2022, Gold Fields provided Yamana and its representatives with further access to material information regarding Gold Fields’ business in order to facilitate other ongoing legal, financial and technical due diligence.

On May 19, 2022, the Executive Chairman of Yamana and the Chief Executive Officer of Gold Fields met in person at the Bank of America Global Metals, Mining & Steel Conference in Florida, United States to discuss the proposed transaction. Later that day, Yamana received an updated proposal from Gold Fields that included either a fixed exchange ratio of 0.58 of a Gold Fields Share or Gold Fields ADS for each Yamana Share or a floating exchange ratio of 0.57 to 0.60 of a Gold Fields Share or Gold Fields ADS for each Yamana Share, and reiterating the request for Yamana to negotiate exclusively with Gold Fields. Yamana suggested that simplicity and clarity in a transaction was optimal and indicated that it preferred the fixed exchange ratio of 0.60. Gold Fields took the proposal under advisement and indicated they would revert back to Yamana.

In anticipation of a possible deal, on May 21, 2022, Yamana engaged Scotiabank to provide the Yamana Board with financial advice, including a fairness opinion in connection with the transaction on a fixed fee basis and not dependent on deal success.

Early in the morning on May 22, 2022, Gold Fields delivered a revised offer to Yamana including a proposed exchange ratio of 0.60 of a Gold Fields Share or Gold Fields ADS for each Yamana Share, which was noted as being Gold Fields best and final offer. Gold Fields also delivered an initial draft of the Arrangement Agreement to Yamana for its review and comment. Yamana agreed in principle, subject to approval of the Yamana Board, and indicated it would work toward documentation and providing the limited exclusivity for which Gold Fields requested.

Later in the morning on May 22, 2022, the Yamana Board met via video conference with members of senior management as well as representatives of Cassels, Canaccord Genuity and Stifel GMP to consider the revised non-binding proposal received from Gold Fields. At the commencement of the meeting, the Yamana Board met without the presence of management and discussed the interests of members of management in the potential transaction, including the terms of existing termination and “double trigger” change of control provisions that would be applicable in certain circumstances and the potential treatment of long-term incentive awards in connection with the transaction. The non-independent directors recused themselves from the discussions and decisions regarding these matters. Members of senior management then joined the meeting and the Yamana Board received a presentation from management outlining the site visits and technical and operational due diligence completed with respect to Gold Fields as well as an analysis of the proposed transaction. The Yamana Board also received presentations from each of Canaccord Genuity and Stifel GMP regarding the financial and strategic merits of a potential transaction with Gold Fields. The Yamana Board discussed the strategy and rationale of the potential transaction with Gold Fields as well as geo-political risks. Following the presentations, the Yamana Board met in camera with Cassels, during which Cassels discussed the obligations of the Yamana Board in the context of a change of control transaction, including the appropriate process to follow upon receipt of an offer from a third party and the Yamana Board’s legal and fiduciary duties. The independent directors of the Yamana Board met in camera with Cassels and discussed the proposed transaction generally and the treatment of management in connection with the transaction. Following the meeting and on the instructions of the Yamana Board, Yamana’s senior management delivered a response to Gold Fields confirming that the Yamana Board was supportive of proceeding with the potential transaction, subject to negotiation of definitive terms and documentation, completion of customary confirmatory due diligence, and receipt of fairness opinions.

Between May 22, 2022 and May 30, 2022, representatives of Cassels and Fasken met via video conference on numerous occasions to discuss key issues relating to the Arrangement Agreement and the ancillary agreements.

On May 23, 2022, Yamana received a draft exclusivity agreement from Gold Fields including a request for the parties to enter into exclusive negotiations until June 2, 2022 with a view to negotiating and finalizing the definitive documentation.

On May 25, 2022, the Yamana Board met, with representatives of Cassels in attendance, to receive an update on the status of ongoing legal discussions and negotiations with Gold Fields. Cassels provided an overview of the key terms and issues identified in reviewing the initial drafts of the transaction documents. The Yamana Board discussed the regulatory approvals required in connection with the transaction and the expected timeline for all required approvals. Following this in camera session, members of Yamana’s senior management and representatives of each of Canaccord Genuity and Scotiabank were invited to join the meeting. Canaccord Genuity and Scotiabank were each asked to provide their views with respect to the terms of the proposed transaction and the summary of the work being undertaken in connection with the delivery of the fairness opinions to the Yamana Board prior to the announcement of the transaction. Following discussion, the Yamana Board provided instructions on certain key issues in the Arrangement Agreement and directed Yamana’s senior management to continue negotiating the transaction documents on the terms discussed. Following the conclusion of the meeting, the non-management directors met in camera with Cassels and were provided with an opportunity to ask questions in the absence of management.

On May 26, 2022, Yamana and Gold Fields entered into the Exclusivity Agreement.

On May 30, 2022, the Yamana Board met with Yamana’s senior management, together with representatives of Cassels, Stifel GMP, Canaccord Genuity and Scotiabank, to review and consider the terms of the Arrangement. The Yamana Board received an update on the timing of announcement of the transaction, the most recent revisions to the draft Arrangement Agreement and ancillary agreements and a summary of the outstanding terms to be settled between the parties. The Yamana Board discussed the process adopted by the Yamana Board to consider and approve the transaction, including receipt of advice from financial and legal advisors and consideration of the strategy and alternatives. The Yamana Board received and considered a summary of the Arrangement Agreement and other definitive documents as well as regulatory and shareholder approvals required in connection with the transaction. In particular, the Yamana Board considered the treatment of long-term incentive awards and potential change of control payments to senior management. The Yamana Board received views on fairness from Canaccord Genuity and Scotiabank, which were subsequently confirmed by delivery of written opinions, that, as of May 30, 2022, and subject to the assumptions, limitations, and qualifications set out therein, the Consideration is fair, from a financial point of view, to the Yamana Shareholders. Following the presentations, representatives of the financial advisors were excused from the meeting and the Yamana Board was provided with the opportunity to ask further questions of Yamana’s senior management and Cassels. Members of management were then excused from the meeting and the non-management directors met in camera with Cassels and were provided with an opportunity to ask questions in the absence of management.

After further discussion and taking into consideration its own assessment of the transaction and the interests of Yamana Shareholders, the Canaccord Genuity Fairness Opinion and the Scotiabank Fairness Opinion and other relevant matters, the Yamana Board unanimously determined that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of Yamana, unanimously approved Yamana entering into the Arrangement Agreement and the ancillary agreements and unanimously resolved to recommend that Yamana Shareholders vote in favour of the Arrangement.

Throughout May 30, 2022 and the early morning of May 31, 2022, Yamana and Gold Fields, assisted by their respective legal advisors, finalized the terms of the Arrangement Agreement and other transaction documents. Yamana and Gold Fields executed the Arrangement Agreement on May 31, 2022 and jointly announced the Arrangement on May 31, 2022.

Recommendation of the Yamana Board

The Yamana Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement and the Arrangement Agreement, and after consultation with representatives of Yamana’s senior management, its financial and legal advisors and having received and taken into account the Yamana Fairness Opinions and such other matters as it considered necessary and relevant, including the factors set out below under the heading “– Reasons for the Recommendation of the Yamana Board”, unanimously determined that the Arrangement and entering into the Arrangement Agreement is in the best interests of Yamana and authorized Yamana to enter into the Arrangement Agreement and all related agreements. The Yamana Board unanimously recommends that Yamana Shareholders vote IN FAVOUR of the Arrangement Resolution.

The Yamana Board unanimously recommends that Yamana Shareholders vote IN FAVOUR of the Arrangement Resolution.

All of the Yamana Supporting Shareholders are required to vote all of their Yamana Shares in favour of the Arrangement Resolution, subject to the terms of the Arrangement Agreement and the Yamana Support Agreements.

Reasons for the Recommendation of the Yamana Board

In reaching its conclusion and formulating its unanimous recommendation, the Yamana Board consulted with Yamana’s senior management and its respective legal and financial advisors. The Yamana Board also reviewed a significant amount of financial and technical information relating to Gold Fields and Yamana and considered a number of factors, including those listed below. The following is a summary of the principal reasons for the unanimous recommendation of the Yamana Board that Yamana Shareholders vote IN FAVOUR of the Arrangement Resolution.

In making its determinations and recommendations, the Yamana Board also observed that a number of procedural safeguards were in place and are present to permit the Yamana Board to represent the interests of Yamana, Yamana Shareholders and other Yamana stakeholders. These procedural safeguards include, among others:

The Yamana Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described under the heading “Risk Factors”. The Yamana Board believed that overall, the anticipated benefits of the Arrangement to Yamana outweighed these risks and negative factors.

The information and factors described above and considered by the Yamana Board in reaching their determinations and recommendations are not intended to be exhaustive, but include material factors considered by the Yamana Board. In view of the wide variety of factors considered in connection with the evaluation of the Arrangement and the complexity of these matters, the Yamana Board did not find it practicable to, and therefore did not, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Yamana Board may have given different weight to different factors.

Yamana Fairness Opinions

Canaccord Genuity Fairness Opinion

Pursuant to the terms of an engagement letter dated April 14, 2022, Canaccord Genuity was retained by Yamana to act as one of its financial advisors in connection with the Arrangement. The engagement includes providing Yamana with financial advisory services related to the Arrangement, including providing an opinion to the Yamana Board as to the fairness, from a financial point of view, of the Consideration to be received by the Yamana Shareholders pursuant to the Arrangement.

At a meeting of the Yamana Board held on May 30, 2022 to consider the Arrangement, Canaccord Genuity orally delivered its opinion to the Yamana Board, which was subsequently confirmed in writing. The Canaccord Genuity Fairness Opinion concluded that, as at the date thereof, and based upon and subject to the assumptions, limitations and qualifications set out therein and such other matters as Canaccord Genuity considered relevant, the Consideration to be received by Yamana Shareholders is fair, from a financial point of view, to the Yamana Shareholders.

The full text of the Canaccord Genuity Fairness Opinion, setting out, among other things, the scope of review, the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Canaccord Genuity Fairness Opinion, is attached to this Circular as Schedule C. This summary of the Canaccord Genuity Fairness Opinion is qualified in its entirety by the full text of the opinion.

Pursuant to the terms of the engagement letter, Yamana agreed to pay Canaccord Genuity a fixed fee for rendering the Canaccord Genuity Fairness Opinion (which is not contingent on the conclusions reached in the Canaccord Genuity Fairness Opinion or the completion of the Arrangement) and an additional fee that is contingent on completion of the Arrangement. Yamana has also agreed to reimburse Canaccord Genuity for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify Canaccord Genuity against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

The Canaccord Genuity Fairness Opinion was prepared at the request of and for the information and assistance of Yamana in connection with its consideration of the Arrangement. The Canaccord Genuity Fairness Opinion is not a recommendation to any Yamana Shareholders as to how to vote or act (including without limitation, the election of the form of Consideration Shares) on the Arrangement Resolution or any other matter relating to the Arrangement or a recommendation to the Yamana Board to enter into the Arrangement Agreement. The Canaccord Genuity Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Yamana or in which Yamana might engage or as to the underlying business decision of Yamana to effect the Arrangement. The Canaccord Genuity Fairness Opinion is only one factor that was taken into consideration by the Yamana Board in approving the terms of the Arrangement Agreement and all related agreements and making its unanimous determination that the Arrangement is in the best interests of Yamana and unanimous recommendation that the Yamana Shareholders vote in favour of the Arrangement Resolution. See “The Arrangement – Reasons for the Recommendation of the Yamana Board”. Neither Canaccord Genuity nor any of its affiliates is an insider, associate or affiliate (as such terms are defined in applicable Canadian Securities Laws) of Yamana or Gold Fields or any of their respective affiliates.

The Yamana Board urges Yamana Shareholders to review the Canaccord Genuity Fairness Opinion carefully and in its entirety. See “Schedule C – Canaccord Genuity Fairness Opinion”.

Scotiabank Fairness Opinion

Pursuant to the terms of an engagement letter dated May 21, 2022, Scotiabank was retained by Yamana to provide financial advice to the Yamana Board in considering the Arrangement, including providing an opinion to the Yamana Board as to the fairness, from a financial point of view, of the Consideration to be received by the Yamana Shareholders pursuant to the Arrangement.

At a meeting of the Yamana Board held on May 30, 2022 to consider the Arrangement, Scotiabank orally delivered its opinion to the Yamana Board, which was subsequently confirmed in writing. The Scotiabank Fairness Opinion concluded that, as at the date thereof, and based upon and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Yamana Shareholders pursuant to the Arrangement is fair from a financial point of view to the Yamana Shareholders.

The full text of the Scotiabank Fairness Opinion, setting out, among other things, the scope of review, the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Scotiabank Fairness Opinion, is attached to this Circular as Schedule D. This summary of the Scotiabank Fairness Opinion is qualified in its entirety by the full text of the opinion.

Pursuant to the terms of the engagement letter, Yamana agreed to pay Scotiabank a fixed fee for its services as financial advisor, including rendering the Scotiabank Fairness Opinion (which is not contingent on the conclusions reached in the Scotiabank Fairness Opinion or the completion of the Arrangement). Yamana has also agreed to reimburse Scotiabank for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify Scotiabank against certain liabilities that might arise out of its engagement. The payment of expenses is not dependent on the completion of the Arrangement.

The Scotiabank Fairness Opinion was prepared at the request of and for the information and assistance of the Yamana Board in connection with its consideration of the Arrangement. The Scotiabank Fairness Opinion is not a recommendation to any Yamana Shareholders as to how to vote or act (including without limitation, the election of the form of Consideration Shares) on the Arrangement Resolution or any other matter relating to the Arrangement or a recommendation to the Yamana Board to enter into the Arrangement Agreement. The Scotiabank Fairness Opinion does not address any other aspect of the Arrangement and no opinion or view was expressed as to the relative merits of the Arrangement in comparison to other strategies or transactions that might be available to Yamana or in which Yamana might engage or as to the underlying business decision of Yamana to effect the Arrangement. The Scotiabank Fairness Opinion is only one factor that was taken into consideration by the Yamana Board in approving the terms of the Arrangement Agreement and all related agreements and making its unanimous determination that the Arrangement is in the best interests of Yamana and unanimous recommendation that the Yamana Shareholders vote in favour of the Arrangement Resolution. See “The Arrangement – Reasons for the Recommendation of the Yamana Board”. Neither Scotiabank nor any of its affiliates is an insider, associate or affiliate (as such terms are defined in applicable Canadian Securities Laws) of Yamana or Gold Fields or any of their respective affiliates.

The Yamana Board urges Yamana Shareholders to review the Scotiabank Fairness Opinion carefully and in its entirety. See “Schedule D – Scotiabank Fairness Opinion”.

Asset Valuation Report

CIBC Valuation Report

Pursuant to the terms of an engagement letter dated August 10, 2022, CIBC World Markets Inc. (“CIBC”) was retained by Yamana to prepare a valuation report (the “CIBC Valuation Report”) for certain mineral properties of Yamana, to address the requirement of the JSE that Gold Fields include such asset valuations in the Gold Fields Circular. The CIBC Valuation Report was prepared as of August 30, 2022 (the “Valuation Date”) and is based upon the form of a Short Form Valuation Report under the Code for the Valuation of Mineral Properties, as adopted by the Canadian Institute of Mining, Metallurgy & Petroleum Council on November 29, 2019 (the “CIMVAL Code”). The CIBC Valuation Report encompasses the Jacobina, Canadian Malartic, El Peñón, Minera Florida and Cerro Moro mines and the MARA and Wasamac development projects. The provision of the CIBC Valuation Report was conditional upon (among other things) the final approval by the JSE of the form of the CIBC Valuation Report and the satisfaction of CIBC with its due diligence in connection with the CIBC Valuation Report and the final form thereof.

The full text of the CIBC Valuation Report, setting out, among other things, the scope of review, the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the CIBC Valuation Report, is available on Yamana’s website at www.yamana.com. This summary of the CIBC Valuation Report is qualified in its entirety by the full text of the CIBC Valuation Report. The Yamana Board urges Yamana Shareholders to review the CIBC Valuation Report carefully and in its entirety.

CIBC believes that it has appropriate independence (as defined in and required by the CIMVAL Code) given that CIBC is independent of the outcome of the CIBC Valuation Report and was objective in exercising its judgment therein.

Pursuant to the terms of the engagement letter, Yamana agreed to pay CIBC a fixed fee for the CIBC Valuation Report (which is not contingent on the conclusions reached in the CIBC Valuation Report or the completion of the Arrangement). Yamana has also agreed to reimburse CIBC for its reasonable out-of-pocket expenses incurred in connection with its services and to indemnify CIBC against certain liabilities that might arise out of its engagement. The fees payable to CIBC pursuant to the engagement agreement are not financially material to CIBC.

In preparing the CIBC Valuation Report, CIBC considered three principal methodologies: (i) income approach - net asset value, (ii) market approach - comparable companies analysis and (iii) market approach – precedent transactions analysis. In addition, CIBC used a Market Approach - TEV/Resource methodology exclusively for the unmodeled underground mineral resources at the Canadian Malartic mine that were not included in the current mine plan provided by Yamana to CIBC. With respect to CIBC’s approach to value, it is important to note that the comparable companies approach does not incorporate a change of control premium, which is relevant to Yamana and its underlying assets in the context of the Arrangement. For this reason, CIBC placed less emphasis on this approach when determining its estimated value ranges.

In connection with preparing the CIBC Valuation Report and estimating a value range for each of the applicable mineral properties, CIBC reviewed and relied upon, among other things, the current NI 43-101 technical reports relating to the principal assets as listed in Schedule A to the CIBC Valuation Report and available under Yamana’s issuer profile on SEDAR at www.sedar.com (collectively, the “Technical Reports”), and current life-of-mine plans for the principal assets (the “LOM Plans”) as prepared, and provided to CIBC, by Yamana.

The CIBC Valuation Report may not be current beyond the Valuation Date and is subject to the assumptions, qualifications and limitations as set forth therein. In addition, the analysis in the CIBC Valuation Report focuses on a valuation of each of the applicable mineral properties, individually, and does not constitute or contemplate a valuation of Yamana as a corporate entity. As such, the analysis does not include Yamana’s corporate G&A and head office costs, or interest expense related to debt held at the corporate level. Mine site-level G&A is included in the cash flows and valuation for each of the principal assets. Based on the valuation approaches and methodologies utilized in the CIBC Valuation Report and a valuation date as at August 30, 2022 for each of the principal assets, the estimated value ranges are as follows:

Principal Steps of the Arrangement

The following description of the Plan of Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached to this Circular as Schedule B.

If the Arrangement Resolution is approved at the Yamana Meeting, the Gold Fields Resolutions are approved at the Gold Fields Meeting, the Final Order approving the Arrangement is issued by the Court and the other applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing at the Effective Time, which is expected to be at 12:01 a.m. (Toronto time) on the Effective Date, which is expected to occur in the fourth quarter of 2022. Commencing and effective as at the Effective Time, each of the events set out below will occur and will be deemed to occur sequentially in the following order without any further authorization, act or formality on the part of any Person, unless stated otherwise:

If completed, the Arrangement will result in the issuance, at the Effective Time, of, at the election of each Yamana Shareholder, either 0.6 of a Gold Fields Share or 0.6 of a Gold Fields ADS for each Yamana Share held by Former Yamana Shareholders (excluding Yamana Shares held by Dissenting Shareholders and Gold Fields and its affiliates) at the Effective Time. Former Yamana Shareholders and Former Gold Fields Shareholders are expected to own 39% and 61%, respectively, of the Gold Fields Shares, and thus the Combined Company, immediately following completion of the Arrangement (on a non-diluted basis), in each case based on the number of Yamana Shares and Gold Fields Shares issued and outstanding as of May 30, 2022.

All Consideration Shares issued pursuant to the Arrangement will be, and will be deemed to be, validly issued and outstanding as fully paid and non-assessable.

Timing for Completion of the Arrangement

Subject to the provisions of the Arrangement Agreement, the Arrangement will become effective at the Effective Time on the Effective Date, being the date on which all of the conditions to completion of the Arrangement as set out in the Arrangement Agreement (excluding any conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived in accordance with the Arrangement Agreement, all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably, and the Certificate of Arrangement has been issued by the Director.

The Effective Date will be the date upon which Yamana and Gold Fields agree in writing, or in the absence of such agreement, five Business Days following the satisfaction or waiver of all conditions to completion of the Arrangement as set out in the Arrangement Agreement (excluding any conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or waiver of those conditions). If the Yamana Meeting and Gold Fields Meeting are held as scheduled and are not adjourned and/or postponed, the Yamana Shareholder Approval is obtained and the Gold Fields Shareholder Approval is obtained, it is expected that Yamana will apply for the Final Order approving the Arrangement in the fourth quarter of 2022. If the Final Order is obtained in a form and substance satisfactory to Yamana and Gold Fields, and all other conditions set forth in the Arrangement Agreement are satisfied or waived by the applicable Party, the Parties expect the Effective Date to occur in the fourth quarter of 2022 following the receipt of all required Regulatory Approvals and consents; however, it is not possible at this time to state with certainty when the Effective Date will occur as completion of the Arrangement may be delayed beyond this date if the conditions to completion of the Arrangement cannot be met on a timely basis. Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by the Outside Date, which date can be unilaterally extended by a Party for up to an additional 60 days (in five to 15-day increments) if the only unsatisfied condition is the receipt of all Key Regulatory Approvals, or extended by mutual agreement of the Parties.

Although Yamana and Gold Fields’ objective is to have the Effective Date occur as soon as possible after the Yamana Meeting and the Gold Fields Meeting, the Effective Date could be delayed for a number of reasons, including, but not limited to, an objection before the Court at the hearing of the application for the Final Order or any delay in obtaining any required Regulatory Approvals or clearances, including the Key Regulatory Approvals, that remain outstanding. Yamana or Gold Fields may determine not to complete the Arrangement without prior notice to or action on the part of, Yamana Shareholders or Gold Fields Shareholders. See “Transaction Agreements – The Arrangement Agreement – Termination of the Arrangement Agreement”.

Treatment of Long-Term Incentives/Convertible Securities

At the Effective Time, on the terms and subject to the conditions of the Arrangement Agreement, each Yamana PSU and Yamana DSU will be transferred to Yamana in exchange for a cash payment from Yamana in accordance with the terms of the Plan of Arrangement. Each Yamana RSU (whether vested or unvested) will vest in accordance with the terms of the Yamana RSU Plan and will be transferred to Gold Fields Subco in exchange for such number of Gold Fields ADSs as prescribed in accordance with the Plan of Arrangement. See “– Principal Steps of the Arrangement”.

Procedure for Exchange of Yamana Shares for Consideration Shares and Excess Share Proceeds and Letter of Transmittal

Yamana and Gold Fields have appointed Computershare Investor Services Inc. to act as Depositary to handle the exchange of Yamana Shares for the Consideration Shares and delivery of the net proceeds from the sale of the Gold Fields Excess Shares (the “Excess Share Proceeds”). Following receipt of the Final Order and on the day immediately prior to the Effective Date, Gold Fields will deposit sufficient Consideration Shares in escrow with the Depositary to satisfy the aggregate Consideration payable to Yamana Shareholders pursuant to the Arrangement and in accordance with the Plan of Arrangement, which Consideration Shares will be held by the Depositary as agent and nominee for such former Yamana Shareholders for distribution to such former Yamana Shareholders in accordance with the Plan of Arrangement.

A Letter of Transmittal has been mailed, together with this Circular, to each Person who was a Registered Yamana Shareholder on the Record Date. Yamana has enclosed a return envelope with the Yamana Meeting Materials in order to assist Registered Yamana Shareholders with returning their Letter of Transmittal and related documents to the Depositary. The Letter of Transmittal is only for use by Registered Yamana Shareholders. Holders of Yamana Depositary Interests will not be provided with, and will not need to submit, a Letter of Transmittal. The Letter of Transmittal will also be available under Yamana’s issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov and on Yamana’s website at www.yamana.com. Additional copies of the Letter of Transmittal will also be available by contacting the Depositary at 1-800-564-6253 or toll free in North America at 1-514-982-7555 or by email at: corporateactions@computershare.com.

In order to receive the Consideration Shares that a Registered Yamana Shareholder (other than a Dissenting Shareholder) is entitled to receive under the Arrangement together with any Excess Share Proceeds, each Registered Yamana Shareholder must deposit a properly completed and duly executed Letter of Transmittal along with the accompanying certificate(s) or DRS Statement(s) representing their Yamana Shares to the Depositary (at the address specified on the last page of the Letter of Transmittal), together with all other documents and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary. It is recommended that Registered Yamana Shareholders send a properly completed and signed Letter of Transmittal, the accompanying certificate(s) and/or DRS Statement(s) representing their Yamana Shares and such other documentation and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary, to the Depositary as soon as possible.

Registered Yamana Shareholders

Each Registered Yamana Shareholder has the right to elect in the Letter of Transmittal to receive the Consideration Shares that they are entitled to under the Arrangement either in the form of Gold Fields Shares or in the form of Gold Fields ADSs. To make a valid election as to the form of Consideration Shares that each Registered Yamana Shareholder is entitled to receive under the Arrangement, such Registered Yamana Shareholder must properly complete and sign the Letter of Transmittal, make a proper election thereunder indicating such Registered Yamana Shareholder’s election as to the form of Consideration Shares that they wish to receive under the Arrangement, including, if the Registered Yamana Shareholder wishes to receive the Consideration Shares in the form of Gold Fields Shares, providing all information, as set out in the Letter of Transmittal, required in order for such Registered Yamana Shareholder to receive the Consideration Shares in the form of Gold Fields Shares, and deposit such Letter of Transmittal with the Depositary together with the accompanying certificate(s) and DRS Statement(s) representing the Yamana Shares, and such other documentation and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary, prior to the Election Deadline, being 5:00 p.m. (Toronto time) on the Business Day which is three Business Days preceding the Effective Date. Yamana will provide at least two Business Days’ notice of the Election Deadline to Yamana Shareholders by means of a news release disseminated on a newswire. The Letter of Transmittal includes instructions for making a valid election as to the form of Consideration Shares that each Registered Yamana Shareholder wishes to receive under the Arrangement, including, if the Registered Yamana Shareholder wishes to receive the Consideration Shares in the form of Gold Fields Shares, the information that is required to be provided in order for such Registered Yamana Shareholder to receive the Consideration Shares in the form of Gold Fields Shares.

An election as to the form of Consideration Shares that a Registered Yamana Shareholder wishes to receive under the Arrangement will have been properly made by a Registered Yamana Shareholder only if the Depositary has received, by the Election Deadline, a properly completed and duly executed Letter of Transmittal with the proper election made thereunder, including, if the Registered Yamana Shareholder wishes to receive the Consideration Shares in the form of Gold Fields Shares, the information that is required to be provided in order for such Registered Yamana Shareholder to receive the Consideration Shares in the form of Gold Fields Shares, accompanied by the required documentation and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary. The determination of the Depositary as to whether an election has been properly made, including whether a Registered Yamana Shareholder who has elected to receive the Consideration Shares in the form of Gold Fields Shares, has provided all required information, as set out in the Letter of Transmittal, and when elections are received by the Depositary, will be binding. Registered Yamana Shareholders who do not make an election as to the form of Consideration Shares that such Registered Yamana Shareholders wish to receive under the Arrangement, who make an election after the Election Deadline or in respect of whom the Depositary determines that the election was not properly made, will be deemed to have elected to receive the Consideration Shares that they are entitled to receive in the form of Gold Fields ADSs.

The Letter of Transmittal contains procedural information relating to the Arrangement and the exchange of Yamana Shares for the Consideration that a Registered Yamana Shareholder is entitled to receive pursuant to the Arrangement and should be reviewed carefully. In all cases, delivery of the Consideration Shares together with any Excess Share Proceeds that a Registered Yamana Shareholder is entitled to receive pursuant to the Arrangement will be made only after timely receipt by the Depositary of a properly completed and duly executed Letter of Transmittal, together with the certificate(s) or DRS Statement(s) representing such Registered Yamana Shareholder’s Yamana Shares and such other documents and instruments referred to in the Letter of Transmittal or as the Depositary may reasonably require. The Depositary will deliver, or will cause the delivery of, the Consideration Shares together with any Excess Share Proceeds that a Registered Yamana Shareholder is entitled to receive pursuant to the Arrangement in accordance with the instructions in the properly completed and duly executed Letter of Transmittal, including delivering the Consideration Shares, or causing the Consideration Shares to be delivered, in the form elected by the Registered Yamana Shareholder, unless an election as to the form of Consideration Shares that the Registered Yamana Shareholder wishes to receive under the Arrangement is not made, is made after the Election Deadline or is determined by the Depositary to have not been properly made, in which case the Registered Yamana Shareholder will receive their Consideration Shares in the form of Gold Fields ADSs. Gold Fields reserves the right, if it so elects in its absolute discretion, to instruct the Depositary to waive any irregularity contained in any Letter of Transmittal received by the Depositary.

As soon as practicable following the latter of the Effective Date and the deposit of certificate(s) or DRS Statement(s) representing a Registered Yamana Shareholder’s Yamana Shares, including the delivery of the properly completed and duly executed Letter of Transmittal and other corresponding documents required from such Registered Yamana Shareholder, the Depositary will deliver, or will cause to be delivered, the DRS Statement(s) or shareholding statement(s), as applicable, representing the Consideration Shares and the cheque(s), if any, representing any Excess Share Proceeds and any dividends or other distributions with a record date after the Effective Time, that such former Registered Yamana Shareholder is entitled to receive pursuant to the Arrangement, in accordance with the Plan of Arrangement and the instructions set forth in the Letter of Transmittal (unless the election as to the form of Consideration Shares is not made, is made after the Election Deadline or is determined by the Depositary to have not been properly made, in which case the Registered Yamana Shareholder will receive their Consideration Shares in the form of Gold Fields ADSs). Consideration Shares will be registered in, and cheques, if any, will be payable in, such name or names as set out in the Letter of Transmittal, delivered to the address or addresses as such Registered Yamana Shareholder directed in their Letter of Transmittal. If no instructions are provided by the Registered Yamana Shareholder in the Letter of Transmittal, the Consideration Shares will be issued, and cheques, if any, paid in the name of the Registered Yamana Shareholder and mailed to the address of the Registered Yamana Shareholder as it appears on the register previously maintained by or on behalf of Yamana.

Registered Yamana Shareholders may take delivery of the Consideration Shares together with any Excess Share Proceeds payable to them under the Arrangement by delivering the certificates(s) and/or DRS Statement(s) representing Yamana Shares formerly held by them accompanied by a properly completed and duly executed Letter of Transmittal, together with such other documentation and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary to the Depositary at the offices indicated in the Letter of Transmittal at any time prior to the sixth anniversary of the Effective Date.

Non-Registered Yamana Shareholders

Only Registered Yamana Shareholders are required to submit a Letter of Transmittal. The exchange of Yamana Shares for Consideration Shares (in the form of Gold Fields ADSs), together with any Excess Share Proceeds, in respect of any Non-Registered Yamana Shareholder (other than a holder of Yamana Depositary Interests) is expected to be made with the Non-Registered Yamana Shareholder’s Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary, as applicable, with no further action required by the Non-Registered Yamana Shareholder. Only Registered Yamana Shareholders will be entitled to make an election as to the form of Consideration Shares that they are entitled to receive under the Arrangement. A Non-Registered Yamana Shareholder desiring to make an election as to the form of Consideration Shares that they are entitled to receive under the Arrangement must (a) contact their broker or Intermediary to make arrangements for the Yamana Shares beneficially owned by such Non-Registered Yamana Shareholder to be registered in such Non-Registered Yamana Shareholder’s name, thus becoming a Registered Yamana Shareholder and (b) complete the steps applicable to Registered Yamana Shareholders, as set out above, including the Letter of Transmittal, in order to make a valid election as to the form of Consideration Shares that they are entitled to receive under the Arrangement. Unless the above steps are taken by a Non-Registered Yamana Shareholder, the Consideration Shares that such Non-Registered Yamana Shareholder is entitled to receive pursuant to the Arrangement will be in the form of Gold Fields ADSs.

Any Non-Registered Yamana Shareholder whose Yamana Shares are registered in the name of an Intermediary should contact that Intermediary if they have any questions regarding this process and to arrange for such Intermediary to complete the necessary steps to ensure that they receive the Consideration Shares together with any Excess Share Proceeds in respect of their Yamana Shares, or, if such Non-Registered Yamana Shareholder wishes to make an election as to the form of Consideration Shares that they entitled to receive under the Arrangement, to arrange for such Intermediary to re-register the Yamana Shares beneficially owned by such Non-Registered Yamana Shareholder in the name of such Non-Registered Yamana Shareholder.

To prevent a delay in receiving the Consideration Shares (in the form of Gold Fields ADSs) and any Excess Share Proceeds due under the Arrangement, Registered Yamana Shareholders should consider re-registering their Yamana Shares with an Intermediary prior to the Effective Date.

Registered Yamana Shareholders whose certificate(s) representing their Yamana Share have been lost, stolen or destroyed should refer to “– Lost Certificates” below.

Any properly completed and duly executed Letter of Transmittal, once deposited with the Depositary, together with the accompanying certificate(s) or DRS Statement(s) representing their Yamana Shares and all other documents and instruments referred to in the Letter of Transmittal or as reasonably required by the Depositary, is irrevocable and may not be withdrawn by a Yamana Shareholder, except that all Letters of Transmittal will be automatically revoked if the Depositary is notified in writing by Yamana and Gold Fields that the Arrangement has not been completed.

The method used to deliver a Letter of Transmittal, any accompanying certificate(s) or DRS Statement(s) representing Yamana Shares and any other accompanying documents or instruments, if any, is at the option and risk of the Yamana Shareholder. Delivery will be deemed effective only when such documents are actually received by the Depositary at the address set out in the Letter of Transmittal. Yamana recommends that the necessary documentation be hand delivered to the Depositary and a receipt therefor be obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended.

Under no circumstances will interest accrue on the Consideration Shares or any Excess Share Proceeds that a Yamana Shareholder is entitled to receive upon depositing certificate(s) or DRS Statement(s) representing Yamana Shares pursuant to the Plan of Arrangement, regardless of any delay in making such delivery.

Whether or not Yamana Shareholders forward a Letter of Transmittal and the certificate(s) or DRS Statement(s) representing their Yamana Shares to the Depositary, upon completion of the Arrangement, Yamana Shareholders will cease to be holders of Yamana Shares as of the Effective Time. From and after the Effective Time, each certificate or DRS Statement that immediately prior to the Effective Time represented one or more Yamana Shares will be deemed to represent only the right to receive in exchange therefore the Consideration Shares together with any Excess Share Proceeds the holder of such certificate or DRS Statement, as applicable, is entitled to receive in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement.

Holders of Yamana Depositary Interests should refer to “Information Concerning the Holders of Yamana Depositary Interests – Procedure for Exchange of Yamana Depositary Interests for Consideration Shares and Excess Share Proceeds” for more information on what steps they must take in order to receive the Consideration that they are entitled to received pursuant to the Arrangement.

Cancellation of Rights

From and after the Effective Date, certificates or DRS Statements formerly representing Yamana Shares, other than Dissent Shares, which are held by a Yamana Shareholder will represent only the right to receive the Consideration Shares (together with any Excess Share Proceeds) payable therefor under the Arrangement (after giving effect to any applicable tax withholdings). To the extent that a former Yamana Shareholder has not complied with the provisions of the Plan of Arrangement, including failing to deliver to the Depositary a duly completed Letter of Transmittal, the certificate(s) or DRS Statement(s) representing their Yamana Shares or any other certificates, documents or instruments required to be delivered to the Depositary under the Plan of Arrangement in order for such former Yamana Shareholder to receive the Consideration Shares (together with any Excess Share Proceeds) which such former Yamana Shareholder is entitled to receive pursuant to the Plan of Arrangement, on or before the date that is six years after the Effective Date, then the Consideration Shares (together with any Excess Share Proceeds) that such former Yamana Shareholder was entitled to receive will be automatically cancelled without any repayment of capital in respect thereof and the Consideration Shares and any Excess Share Proceeds to which such former Yamana Shareholder was entitled will be delivered to Gold Fields Subco by the Depositary and the Consideration Shares forming part of the Consideration will be deemed to be cancelled, and the interest of the former Yamana Shareholder in such Consideration Shares, any Excess Share Proceeds and any dividend or other distribution with a record date after the Effective Time to which it was entitled will be terminated immediately following the sixth anniversary of the Effective Date, and the certificate(s) or DRS Statement(s), if any, formerly representing Yamana Shares will cease to represent a right or claim of any kind or nature immediately following the sixth anniversary of the Effective Date. Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that is not deposited or is returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the date that is six years after the Effective Date, will cease to represent a right or claim of any kind or nature and the right of any Yamana Shareholder to receive the Consideration Shares (together with any Excess Share Proceeds) for Yamana Shares pursuant to the Plan of Arrangement will terminate and be deemed to be surrendered and forfeited to Gold Fields Subco.

None of Yamana, Gold Fields or Gold Fields Subco, nor any of their respective successors, will be liable to any Person in respect of any Consideration Shares and Excess Share Proceeds (including any Consideration Shares or Excess Share Proceeds previously held by the Depositary as agent and nominee for any such former Yamana Shareholder) which is forfeited to Yamana, Gold Fields or Gold Fields Subco or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

Accordingly, former Yamana Shareholders who deposit with the Depositary any certificate(s) or DRS Statement(s) representing Yamana Shares after the sixth anniversary of the Effective Date will not receive the Consideration Shares, Excess Share Proceeds or any other consideration in exchange therefor and will not own any interest in Yamana, Gold Fields or the Combined Company and will not be paid any compensation.

Treatment of Fractional Consideration Shares

No fractional Gold Fields Shares or fractional Gold Fields ADSs will be issued to Yamana Shareholders. Where the aggregate number of Gold Fields Shares or Gold Fields ADSs, as applicable, to be issued to a Yamana Shareholder, including a holder of Yamana Depositary Interests, as consideration under the Arrangement would result in a fraction of a Gold Fields Share or Gold Fields ADS being issuable, the number of Gold Fields Shares or Gold Fields ADSs to be received by such Yamana Shareholder will be rounded down to the nearest whole number.

In lieu of any such fractional Gold Fields Share or fractional Gold Fields ADS, each Yamana Shareholder otherwise entitled to a fractional interest in a Gold Fields Share or Gold Fields ADS will be entitled to receive a cash payment equal to an amount representing such Yamana Shareholder’s proportionate interest in the Excess Share Proceeds.

In accordance with the terms of the Plan of Arrangement, following the Effective Time, the Depositary will determine the excess of the number of Gold Fields Shares and Gold Fields ADSs issued and delivered to the Depositary representing the Consideration Shares exceeding the aggregate number of whole Consideration Shares to be issued to Yamana Shareholders (such excess, collectively, the “Gold Fields Excess Shares”). Following the Effective Time, the Depositary will, on behalf of the former Yamana Shareholders, sell the Gold Fields Excess Shares at the then prevailing prices on the JSE and the NYSE, as applicable. Until the Excess Share Proceeds have been distributed to former Yamana Shareholders, the Depositary will hold such proceeds in trust for such former Yamana Shareholders. The Depositary will determine the portion of the Excess Share Proceeds to which each former Yamana Shareholder is entitled, if any, by multiplying the amount of the aggregate Excess Share Proceeds by a fraction, the numerator of which is the amount of the fractional share interest to which such former Yamana Shareholder is entitled (after taking into account all Yamana Shares held as of immediately prior to the Effective Time by such former Yamana Shareholder) and the denominator of which is the aggregate amount of fractional Gold Fields Shares and Gold Fields ADSs to which all former Yamana Shareholders are entitled. For the avoidance of doubt, other than the right to receive a cash payment equal to the amount representing their proportionate interest in the Excess Share Proceeds, no Yamana Shareholder shall have any right, title or interest in any Gold Fields Excess Shares, including, without limitation, any right to vote or receive dividends or other distributions declared or made after the Effective Time with respect to such Gold Fields Excess Shares.

With respect to holders of Yamana Depositary Interests, as soon as reasonably practicable after the Effective Time, the Excess Share Proceeds that each Yamana Depositary Interest holder is entitled to receive pursuant to the Arrangement shall be remitted to each Yamana Depositary Interest holder by way of a CREST payment obligation in favour of such holder’s payment bank in accordance with CREST payment arrangements.

Lost Certificates

In the event that any certificate which immediately prior to the Effective Time represented one or more outstanding Yamana Shares in respect of which the holder was entitled to receive the Consideration pursuant to the Plan of Arrangement, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration Shares together with any Excess Share Proceeds to which such holder is entitled in respect of the Yamana Shares represented by such lost, stolen or destroyed certificate pursuant to the Plan of Arrangement deliverable in accordance with such holder’s duly completed and executed Letter of Transmittal. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate representing Yamana Shares, the holder to whom Consideration Shares together with any Excess Share Proceeds is to be delivered will, as a condition precedent to the issuance and payment thereof, give a bond satisfactory to Gold Fields and the Depositary, acting reasonably, in such sum as Gold Fields may direct, or otherwise indemnify Gold Fields and Yamana in a manner satisfactory to Gold Fields and Yamana, acting reasonably, against any claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Mail Service Interruptions

Notwithstanding the provisions of the Arrangement, the Circular, the Letter of Transmittal, certificate(s) or DRS Statement(s) representing the Consideration Shares and cheques, if any, representing any Excess Share Proceeds to be delivered in payment for Yamana Shares deposited pursuant to the Arrangement and/or any dividends or other distributions with a record date after the Effective Time, that a former Registered Yamana Shareholder is entitled to receive pursuant to the Plan of Arrangement, and any certificate(s) or DRS Statement(s) representing Yamana Shares to be returned will not be mailed if Gold Fields determines that delivery thereof by mail may be delayed.

Persons entitled to certificates, DRS Statement(s), cheques and/or other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the Letter of Transmittal related thereto was deposited until such time as Gold Fields has determined that delivery by mail will no longer be delayed.

Notwithstanding the foregoing section, certificates, DRS Statement(s), cheques and/or other relevant documents not mailed for the foregoing reason will be conclusively delivered on the first day upon which they are available for delivery at the office of the Depositary at which the Yamana Shares were deposited.

Withholding Rights

Gold Fields Subco, Yamana, any of their respective affiliates and the Depositary, as applicable, will be entitled to deduct and withhold, or direct any other Person to deduct and withhold on their behalf, from any amounts otherwise payable, issuable or otherwise deliverable to any Yamana Securityholders and/or any other Person under the Plan of Arrangement such amounts as are required to be deducted and withheld from such amounts under any provision of the Tax Act, the Code or any provision of any other Law. To the extent any such amounts are so deducted and withheld, such amounts will be treated for all purposes under the Plan of Arrangement as having been paid to the Person in respect of which such deduction and withholding was made. To the extent that the amount so required to be deducted or withheld from any amounts payable, issuable or otherwise deliverable to a Person under the Plan of Arrangement exceeds the amount of cash otherwise payable to such Person, Gold Fields Subco, Yamana, any of their respective affiliates and the Depositary are authorized to sell or otherwise dispose, or direct any other Person to sell or otherwise dispose, of such portion of the non-cash consideration or non-cash amounts payable, issuable or otherwise deliverable thereunder to such Person as is necessary to provide sufficient funds to Gold Fields Subco, Yamana, any of their respective affiliates and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Gold Fields Subco, Yamana, any of their respective affiliates and the Depositary, as applicable, will notify the relevant Person of such sale or other disposition and remit to such Person any unapplied balance of the net proceeds of such sale or other disposition (after deduction for (a) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, (b) reasonable commissions payable to the broker and (c) other reasonable costs and expenses).

Treatment of Dividends

No dividends or other distributions declared or made after the Effective Time with respect to the Gold Fields Shares or Gold Fields ADSs with a record date on or after the Effective Date following the Effective Time will be delivered to the holder of any unsurrendered certificate(s) or DRS Statement(s) which, immediately prior to the Effective Time, represented outstanding Yamana Shares, unless and until the holder surrenders such certificate(s) or DRS Statement(s) in exchange for the Consideration deliverable therefor pursuant to the terms of the Plan of Arrangement. Subject to applicable Law and the Plan of Arrangement, at the time of such surrender, there will, in addition to the delivery of Consideration Shares together with any Excess Share Proceeds to which such Yamana Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Gold Fields Shares or Gold Fields ADSs. For greater certainty, no holder of Yamana Shares will be entitled to receive any interest, dividends, premium or other payment in connection therewith other than any declared but unpaid dividends.

Adjustment of Consideration

If between the date of the Arrangement Agreement and the Effective Time: (a) Gold Fields changes the number of Gold Fields Shares issued and outstanding as a result of a sub-division, split or consolidation (or similar process); or (b) Yamana declares or pays any dividend or other distribution on the Yamana Shares with a record date on or prior to the Effective Date, other than Yamana’s current regular quarterly dividend paid in the ordinary course, then, in each case, the Consideration will be appropriately adjusted in order to eliminate the effects of such event and to provide to Yamana and Gold Fields and their respective shareholders the same economic effect contemplated by the Arrangement Agreement and the Arrangement prior to the occurrence of such event.

Return of Yamana Shares

If the Arrangement is not completed, any certificate(s) or DRS Statement(s) representing deposited Yamana Shares will be returned to the depositing Yamana Shareholder upon written notice to the Depositary from Yamana and Gold Fields by returning the certificate(s) or DRS Statement(s) representing deposited Yamana Shares (and any other relevant documents) by first class insured mail in the name of and to the address specified by the, in respect of the Yamana Shares, Yamana Shareholder in the Letter of Transmittal, or, if such name and address is not so specified, in such name and to such address as shown on the registers of Yamana Shares maintained by or on behalf of Yamana.

Expenses

Except as otherwise provided in the Arrangement Agreement, all out-of-pocket third party transaction expenses incurred in connection with the Arrangement Agreement and the transactions contemplated thereby, will be paid by the party incurring such expenses.

The estimated costs to be incurred by Yamana with respect to the Arrangement and related matters including, without limitation, financial advisory, proxy solicitation, public relations, accounting, legal and other administrative and professional fees, the costs of preparation, printing and mailing of the Yamana Meeting Materials and other related documents and agreements, run-off insurance, and stock exchange and other regulatory filing fees, are expected to aggregate approximately US$42 million, based on certain assumptions.

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

Pursuant to the Plan of Arrangement, at the Effective Time, each Yamana Shareholder will receive, at their election, either 0.6 of a Gold Fields Share or 0.6 of a Gold Fields ADS for each Yamana Share or Yamana Depositary Interest held on the Effective Date. Yamana Shareholders who fail to properly make an election before the Election Deadline will be deemed to have elected to receive the Consideration Shares that they are entitled to receive pursuant to the terms of the Plan of Arrangement in the form of Gold Fields ADSs. See “The Arrangement – Procedure for Exchange of Yamana Shares for Consideration Shares and Excess Share Proceeds and Letter of Transmittal”. In addition, at the Effective Time, on the terms and subject to the conditions of the Arrangement Agreement, each Yamana RSU will vest in accordance with the terms of the Yamana RSU Plan and will be transferred to Gold Fields Subco in exchange for such number of Gold Fields ADSs as prescribed in accordance with the Plan of Arrangement.

Gold Fields ADSs are currently traded in the United States on the NYSE under the symbol “GFI”. Gold Fields ADSs are administered by The Bank of New York Mellon (“BNYM”) as the ADS Depositary pursuant to the Deposit Agreement. After the completion of the Arrangement, the Gold Fields ADSs will continue to trade on the NYSE. In addition, Gold Fields has applied to have the Gold Fields ADSs listed on the TSX and the TSX has conditionally approved the listing of Gold Fields ADSs. Listing of the Gold Fields ADSs on the TSX is subject to Gold Fields fulfilling all of the requirements of the TSX. It is expected that the Gold Fields ADSs will begin trading on the TSX within two Business Days following the closing of the Arrangement. See “Risk Factors”. However, receipt of approval for the listing of the Gold Fields ADSs on the TSX is not a condition to the completion of the Arrangement.

Each whole Gold Fields ADS represents an interest in one Gold Fields Share in accordance with the terms of the Deposit Agreement.

The following is a description of the Gold Fields ADSs and the Deposit Agreement. This summary is subject to and qualified in its entirety by reference to the Deposit Agreement, including the form of Gold Fields ADRs attached thereto. Terms used in this section and not otherwise defined will have the meanings set forth in the Deposit Agreement. Copies of the Deposit Agreement are available for inspection at the Corporate Trust Office of the ADS Depositary, located at 240 Greenwich Street, New York, New York 10286. The ADS Depositary’s principal executive office is also located at 240 Greenwich Street, New York, New York 10286.

American Depositary Shares

An American depositary receipt is a receipt evidencing a specific number of American depositary shares (each American depositary share, an “ADS”). Each Gold Fields ADS represents ownership interests in one Gold Fields Share and the rights attributable to one Gold Fields Share deposited with BNYM’s custodian, which currently is Standard Bank Nominees Proprietary Limited. Each Gold Fields ADS also represents securities, cash or other property deposited with BNYM but not distributed to holders of Gold Fields ADSs.

As BNYM is the actual holder of the underlying Gold Fields Shares, Gold Fields will not treat holders of Gold Fields ADSs as a holder of Gold Fields Shares. Instead, holders of Gold Fields ADSs have ADS holder rights. The Deposit Agreement sets out the Gold Fields’ ADS holders’ rights and the obligations of BNYM, as ADS Depositary. New York state law governs the Deposit Agreement and the Gold Fields ADRs evidencing the Gold Fields ADSs.

Gold Fields ADSs may be held either directly or indirectly through a broker or financial institution. The following description assumes the holder of the Gold Fields ADSs holds such Gold Fields ADSs directly. Indirect holders of Gold Fields ADSs must rely on the procedures of their broker or financial institution to assert the rights of Gold Fields ADS holders described below. Indirect holders of Gold Fields ADSs should consult with their broker or financial institution to find out what those procedures are.

Share Dividend and Other Distributions

How will holders of Gold Fields ADSs receive dividends and other distributions on the Gold Fields Shares?

BNYM will pay to holders of Gold Fields ADSs the cash dividends or other distributions it or the custodian receives on the Gold Fields Shares or other deposited securities, after deducting its fees and expenses. Holders of Gold Fields ADSs will receive these distributions in proportion to the number of Gold Fields Shares such holder’s Gold Fields ADSs represent.

Cash

BNYM will convert any cash dividend or distribution Gold Fields pays on the Gold Fields Shares into U.S. dollars, other than any dividend or distribution paid in U.S. dollars. If that is not possible on a reasonable basis, or if any approval from any government is needed and cannot be obtained, the Deposit Agreement allows BNYM to distribute the foreign currency only to those Gold Fields ADS holders to whom it is possible to do so or to hold the foreign currency it cannot convert for the account of the Gold Fields ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, BNYM will deduct any withholding taxes that must be paid under applicable Laws. It will distribute only whole U.S. dollars and U.S. cents and will round any fractional amounts to the nearest whole cent. If the exchange rates fluctuate during a time when BNYM cannot convert the foreign currency the Gold Fields ADS holder may lose some or all of the value of the distribution.

Gold Fields Shares

BNYM will distribute new Gold Fields ADRs representing Gold Fields ADSs equivalent to any Gold Fields Shares that Gold Fields distributes as a dividend or free distribution, if Gold Fields requests that BNYM make this distribution and if Gold Fields furnishes BNYM promptly with satisfactory evidence that it is legal to do so. BNYM will only distribute whole Gold Fields ADRs. It will sell Gold Fields Shares, which would require it to issue a fractional Gold Fields ADS, and distribute the net proceeds to the holders entitled to those Gold Fields Shares. If BNYM does not distribute additional cash or Gold Fields ADSs, each Gold Fields ADS will also represent the new Gold Fields Shares.

Rights to Purchase Additional Gold Fields Shares

If Gold Fields offers holders of Gold Fields securities any rights, including rights to subscribe for additional Gold Fields Shares, BNYM may take actions necessary to make these rights available to holders of Gold Fields ADSs. Gold Fields must first instruct BNYM to do so and furnish it with satisfactory evidence that it is legal to do so. If Gold Fields does not furnish this evidence and/or give these instructions, and BNYM determines that it is practical to sell the rights, BNYM may sell the rights and allocate the net proceeds to Gold Fields ADS holders’ accounts. BNYM may allow rights that are not distributed or sold to lapse. In that case, holders of Gold Fields ADSs will receive no value for them.

If BNYM makes rights available to holders of Gold Fields ADSs, upon instruction from such holder, it will exercise the rights and purchase the Gold Fields Shares on such holder’s behalf. BNYM will then deposit the Gold Fields Shares and deliver Gold Fields ADSs to such Gold Fields ADS holder. BNYM will only exercise rights if the Gold Fields ADS holder pays BNYM the exercise price and any charges the rights require such holder to pay. U.S. Securities Laws may restrict the sale, deposit, cancellation and transfer of the Gold Fields ADSs issued after exercise of rights. In this case, BNYM may deliver the Gold Fields ADSs under a separate restricted deposit agreement, which will contain the same provisions as the Deposit Agreement, except for changes needed to put the restrictions in place. BNYM will not offer holders of Gold Fields ADSs rights unless those rights and the securities to which the rights relate are either exempt from registration or have been registered under the U.S. Securities Act with respect to a distribution to such holders.

Other Distributions

BNYM will send to holders of Gold Fields ADSs anything else Gold Fields distributes on deposited securities by any means BNYM thinks is legal, fair and practical. If it cannot make the distribution in that way, BNYM may decide to sell what Gold Fields distributed–for example by public or private sale–and distribute the net proceeds, in the same way as it does with cash, or it may decide to hold what Gold Fields distributed, in which case the Gold Fields ADSs will also represent the newly distributed property.

BNYM is not responsible if it decides that it is unlawful or impractical to make a distribution available to any Gold Fields ADS holder. Gold Fields will have no obligation to take any other action to permit the distribution of Gold Fields ADSs, Gold Fields Shares, rights or anything else to Gold Fields ADS holders. This means that holders of Gold Fields ADSs may not receive the distribution Gold Fields makes on its Gold Fields Shares or any value for them if it is illegal or impractical for Gold Fields to make them available to such holders.

Deposit, Withdrawal and Cancellation

How does the ADS Depositary issue Gold Fields ADSs?

BNYM will deliver Gold Fields ADSs if a holder of Gold Fields Shares or its broker deposits Gold Fields Shares with the custodian. Depositing holders must also deliver evidence satisfactory to BNYM of any necessary approvals of the governmental agency in South Africa, if any, which is responsible for regulating currency exchange at that time. If required by BNYM, holders of Gold Fields Shares must, in addition, deliver an agreement transferring such holders’ rights as a shareholder to receive dividends or other property. Upon payment of its fees and of any taxes or charges, BNYM will register the appropriate number of Gold Fields ADSs in the name or names that the depositor requests and will deliver the Gold Fields ADRs representing such Gold Fields ADSs at its corporate trust office to the person(s) such holder requests.

How do Gold Fields ADS holders cancel a Gold Fields ADS and obtain Gold Fields Shares?

Holders of Gold Fields ADSs may submit a written request to withdraw Gold Fields Shares and turn in their Gold Fields ADRs evidencing their Gold Fields ADSs at the corporate trust office of BNYM. Upon payment of its fees and of any taxes or charges, such as stamp taxes or stock transfer taxes, BNYM will deliver the deposited securities underlying the Gold Fields ADSs to an account designated by the former holder of such Gold Fields ADSs at the office of the custodian. At the holder’s request, risk and expense, BNYM may deliver at its corporate trust office any dividends or distributions with respect to the deposited securities represented by the Gold Fields ADSs, or any proceeds from the sale of any dividends, distributions or rights, which may be held by BNYM.

Record Dates

Whenever any distribution of cash or rights, change in the number of Gold Fields Shares represented by Gold Fields ADSs or notice of a meeting of holders of Gold Fields Shares or Gold Fields ADSs is made, BNYM will fix a record date for the determination of the owners entitled to receive the benefits, rights or notice.

Voting of Deposited Securities

How do Gold Fields ADS holders vote?

Holders of Gold Fields ADSs on a record date fixed by BNYM may exercise the voting rights of the Gold Fields Shares represented by such holders’ Gold Fields ADSs only by giving voting instructions to BNYM. Otherwise, holders of Gold Fields ADSs will not be able to exercise their right to vote unless they withdraw their underlying Gold Fields Shares.

However, holders of Gold Fields ADSs may not know about the meeting enough in advance to withdraw the Gold Fields Shares underlying their Gold Fields ADSs. If Gold Fields asks for the instructions of Gold Fields ADS holders, BNYM will notify such holders of the upcoming meeting and arrange to deliver certain materials to such holders. The materials will (1) include all information included with the meeting notice sent by Gold Fields to BNYM, (2) explain how holders of Gold Fields ADSs may instruct BNYM to vote the Gold Fields Shares or other deposited securities underlying the Gold Fields ADSs as such holders direct and (3) include a voting instruction card and any other information required under South African Law that Gold Fields and BNYM will prepare. For instructions to be valid, BNYM must receive them on or before the date specified in the instructions. BNYM will try, to the extent practical, subject to applicable Law and the provisions of the Gold Fields’ constitutional documents, to vote or have its agents vote the Gold Fields Shares underlying the Gold Fields ADSs as the Gold Fields ADS holders instruct. BNYM will only vote, or attempt to vote, as the Gold Fields ADS holders instruct. However, if BNYM does not receive a Gold Fields ADS holder’s voting instructions, it will give a discretionary proxy to vote the Gold Fields Shares underlying such holder’s Gold Fields ADSs to a designated representative of Gold Fields, unless Gold Fields informs BNYM that either: (1) it does not want the proxy issued, (2) substantial opposition exists or (3) the matter materially and adversely affects the rights of holders of Gold Fields Shares.

Gold Fields cannot assure the holders of Gold Fields ADSs that they will receive the voting materials in time to ensure that they can instruct BNYM to vote the Gold Fields Shares underlying their Gold Fields ADSs. In addition, BNYM and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that holders of Gold Fields ADSs may not be able to exercise their right to vote and there may be nothing they can do if the Gold Fields Shares underlying their Gold Fields ADSs are not voted as instructed.

Fees and Expenses

Other than any issuance fee with respect to Gold Fields ADSs issued to Yamana Shareholders pursuant to the Arrangement, which will be paid by Gold Fields, BNYM will charge any party depositing or withdrawing Gold Fields Shares or any party surrendering Gold Fields ADRs or to whom Gold Fields ADRs are issued, as follows:

Payment of Taxes

Gold Fields ADS holders will be responsible for any taxes or other governmental charges payable on their Gold Fields ADSs or on the deposited securities underlying their Gold Fields ADSs. BNYM may deduct the amount of any taxes owed from any payments to Gold Fields ADS holders. It may also restrict or refuse the transfer of their Gold Fields ADSs or restrict or refuse the withdrawal of their underlying deposited securities until the applicable Gold Fields ADS holders pay any taxes owed on their Gold Fields ADSs or underlying securities. It may also sell deposited securities to pay any taxes owed. Gold Fields ADS holders will remain liable if the proceeds of the sale are not enough to pay the taxes. If BNYM sells deposited securities, it will, if appropriate, reduce the number of Gold Fields ADSs held by Gold Fields ADS holders to reflect the sale and pay to them any proceeds, or send to them any property remaining after it has paid the taxes.

Inspection of Transfer Books

BNYM will keep books for the registration and transfer of Gold Fields ADRs. These books are open at all reasonable times for inspection by holders of Gold Fields ADSs, provided that such holders are inspecting the books for a purpose related to Gold Fields or the Deposit Agreement or the Gold Fields ADRs.

Reports and Other Communications

BNYM will make available for inspection at its corporate trust office any reports or communications, including any proxy material, received from Gold Fields, as long as these materials are received by BNYM as the holder of the deposited securities and generally available to holders of Gold Fields Shares. At Gold Fields’ written request, BNYM will also send copies of reports, notices and communications to holders of Gold Fields ADSs.

Reclassifications, Recapitalizations and Mergers

If Gold Fields:

the cash, Gold Fields Shares or other securities received by BNYM will become new deposited securities under the Deposit Agreement, and each Gold Fields ADS will automatically represent the right to receive a proportional interest in the new deposited securities; and BNYM may and will, if Gold Fields asks it to, distribute some or all of the cash, Gold Fields Shares or other securities it received. It may also issue new Gold Fields ADSs or ask holders of Gold Fields ADSs to surrender such holders’ outstanding Gold Fields ADSs in exchange for new Gold Fields ADSs identifying the new deposited securities.

Amendment and Termination of the Deposit Agreement

How may the Deposit Agreement be amended?

Gold Fields may agree with BNYM to amend the Deposit Agreement and the Gold Fields ADRs without the consent of holders of Gold Fields ADSs for any reason. If the amendment adds or increases fees or charges, except for taxes and governmental charges, or prejudices an important right of Gold Fields ADS holders, it will only become effective 30 days after BNYM notifies such holders of the amendment. At the time an amendment becomes effective, holders of Gold Fields ADSs are considered, by continuing to hold their Gold Fields ADSs, to agree to the amendment and to be bound by the agreement as amended. However, no amendment will impair the right of Gold Fields ADS holders to receive the deposited securities in exchange for such holders’ Gold Fields ADSs.

How may the Deposit Agreement be terminated?

BNYM will terminate the Deposit Agreement if Gold Fields asks it to do so, in which case it must notify holders of Gold Fields ADSs at least 30 days before termination.

BNYM may also terminate the agreement after notifying holders of Gold Fields ADSs if BNYM informs Gold Fields that it would like to resign and Gold Fields does not appoint a new depositary bank within 90 days.

If any Gold Fields ADSs remain outstanding after termination, BNYM will stop registering the transfer of Gold Fields ADSs, will stop distributing dividends to Gold Fields ADS holders, and will not give any further notices or do anything else under the Deposit Agreement other than:

At any time after one year following termination of the Deposit Agreement, BNYM may sell any remaining deposited securities by public or private sale. After that, BNYM will hold the money it received on the sale, as well as any cash it is holding under the Deposit Agreement, for the pro rata benefit of the Gold Fields ADS holders that have not surrendered their Gold Fields ADSs. It will not invest the money and has no liability for interest. BNYM’s only obligations will be to account for the money and cash. After termination, Gold Fields’ only obligations will be with respect to indemnification of, and to pay specified amounts to, BNYM.

Right to Receive the Gold Fields Shares Underlying the Gold Fields ADSs

Holders of Gold Fields ADSs have the right to cancel their Gold Fields ADSs and withdraw the underlying Gold Fields Shares at any time except:

This right of withdrawal may not be limited by any provision of the Deposit Agreement.

Limitations on Obligations and Liability to Gold Fields ADS Holders

The Deposit Agreement expressly limits the obligations of Gold Fields and BNYM. It also limits the liability of Gold Fields and BNYM. Gold Fields and BNYM:

In the Deposit Agreement, Gold Fields and BNYM agree to indemnify each other under specified circumstances.

Requirements for Depositary Actions

Before BNYM will deliver or register the transfer of a Gold Fields ADS, make a distribution on a Gold Fields ADS, or permit withdrawal of Gold Fields Shares, BNYM may require:

BNYM may refuse to deliver, transfer, or register transfers of Gold Fields ADSs generally when the transfer books of BNYM are closed or at any time if BNYM or Gold Fields thinks it advisable to do so.

Governing Law

The Deposit Agreement is governed by the laws of the State of New York.

REGULATORY MATTERS AND APPROVALS

Other than the Yamana Shareholder Approval, the Gold Fields Shareholder Approval, the Final Order, the Key Regulatory Approvals and the necessary approvals of the JSE and the NYSE for the listing of the Gold Fields Shares and the Gold Fields ADSs, respectively, issuable pursuant to the Arrangement (each subject to official notice of issuance), Yamana is not aware of any material approval, consent or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought. Any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, Yamana currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date. Subject to receipt of the Yamana Shareholder Approval, the Gold Fields Shareholder Approval, the Final Order, the Key Regulatory Approvals, the necessary approvals of the JSE and the NYSE for the listing of the Gold Fields Shares and the Gold Fields ADSs, respectively, issuable pursuant to the Arrangement (subject to official notice of issuance) and the satisfaction or waiver of all other conditions specified in the Arrangement Agreement, the Effective Date is expected to occur in the fourth quarter of 2022.

Shareholder Approvals

Yamana Shareholder Approval

At the Yamana Meeting, pursuant to the Interim Order, Yamana Shareholders will be asked to approve the Arrangement Resolution, the full text of which is set out in Schedule A to this Circular. Each Yamana Shareholder of record at the close of business on the Record Date shall be entitled to vote on the Arrangement Resolution.

In order for the Arrangement to become effective, as provided in the Interim Order and by the CBCA, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of at least 66^2/3% of the votes cast by Yamana Shareholders present in person (or online) or represented by proxy and entitled to vote at the Yamana Meeting.

Should the Yamana Shareholders fail to approve the Arrangement Resolution by the requisite majority, the Arrangement will not be completed. Notwithstanding the foregoing, the Arrangement Resolution authorizes the Yamana Board, without further notice to or approval of the Yamana Shareholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to revoke the Arrangement Resolution at any time prior to the Effective Time if they decide not to proceed with the Arrangement.

The Yamana Board has approved the terms of the Arrangement Agreement and the Plan of Arrangement and unanimously recommends that the Yamana Shareholders vote IN FAVOUR of the Arrangement Resolution. See “The Arrangement – Recommendation of the Yamana Board” above.

It is the intention of the Persons named in the instrument of proxy enclosed with the Yamana Meeting Materials, if not expressly directed to the contrary in such instrument of proxy, to vote such proxy IN FAVOUR of the Arrangement Resolution.

Gold Fields Shareholder Approval

At the Gold Fields Meeting, Gold Fields Shareholders will be asked to approve the Gold Fields Resolutions, which are summarized below. Should the Gold Fields Shareholders fail to approve any of the Gold Fields Resolutions by the requisite majorities specified below, the Arrangement will not be completed.

Gold Fields Share Issuance Resolution

Because Gold Fields is a company registered in accordance with the Laws of South Africa, the issuance of additional Gold Fields Shares is subject to the SACA. Pursuant to section 41(3) of the SACA, an issue of shares, securities convertible into shares, or rights exercisable for shares by a company in a transaction, or a series of integrated transactions, requires approval of shareholders of such company by special resolution (as such term is defined in the SACA) if the voting power of the class of shares that are issued or issuable as a result of the transaction or series of integrated transactions will be equal to or exceed 30% of the voting power of the shares of that class held by shareholders immediately before the transaction or series of transactions. Further, the memorandum of incorporation of Gold Fields provides that, as regards the issue of Gold Fields Shares that require the approval of a special resolution as contemplated in sections 41(1) and 41(3) of the SACA, the directors of Gold Fields shall not have the power to allot or issue same, without the prior approval by a special resolution of Gold Fields Shareholders. As the Arrangement will result in Gold Fields issuing a number of Gold Fields Shares expected to represent in excess of 30% of the total voting power of the issued Gold Fields Shares held by Gold Fields Shareholders immediately prior to such issuance as Consideration Shares for the Yamana Shares under the Arrangement, approval of the Gold Fields Share Issuance Resolution is a condition for the completion of the Arrangement. Approval of the Gold Fields Share Issuance Resolution requires the affirmative vote of the holders of at least 75% of the votes properly cast on the Gold Fields Share Issuance Resolution at the Gold Fields Meeting.

Category 1 Transaction Resolution

Because the Gold Fields Shares are listed for trading on the JSE, transactions undertaken by Gold Fields are subject to the JSE Listings Requirements. Pursuant to section 9.20(b) of the JSE Listings Requirements, upon the terms of a Category 1 transaction being agreed to, an issuer must, among other things, obtain shareholder approval for such transaction. For the purposes of the JSE Listings Requirements, a Category 1 transaction is a transaction where any percentage ratio is 30% or more or if the total consideration is not subject to any maximum. Percentage ratios, for the purposes of the JSE Listings Requirements, are figures, expressed as a percentage, resulting from, among other things, the following calculation: the total value of the transaction consideration divided by the total market capitalization of the issuer, excluding treasury shares prior to the conclusion of the relevant transaction agreement. As the Arrangement will result in Gold Fields implementing an acquisition transaction with a percentage ratio equal to or representing more than 30% of the market capitalization of Gold Fields, the Arrangement constitutes a Category 1 transaction and approval of the Category 1 Transaction Resolution is therefore a condition for the completion of the Arrangement. Approval of the Category 1 Transaction Resolution requires the affirmative vote of holders of a majority of the votes properly cast on the Category 1 Transaction Resolution at the Gold Fields Meeting.

Court Approvals

The Arrangement requires approval by the Court under section 192 of the CBCA. On October 19, 2022, Yamana obtained the Interim Order providing for the calling and holding of the Yamana Meeting and other procedural matters and filed the Notice of Application to approve the Arrangement. A copy of the Interim Order and the Notice of Application are attached hereto as Schedule E.

Under the Arrangement Agreement, Yamana is required to seek the Final Order as soon as reasonably practicable, but in any event not later than three Business Days following the later of the approval of the Arrangement Resolution by Yamana Shareholders at the Yamana Meeting, the approval of the Gold Fields Resolutions by Gold Fields Shareholders at the Gold Fields Meeting and the receipt of the Regulatory Approvals. The Court hearing in respect of the Final Order is expected to take place on or about November 23, 2022. Due to the measures currently being implemented by the Court in response to the COVID-19 pandemic, the application will be heard by way of videoconference via Zoom. Persons wishing to participate, be represented or present evidence or arguments at the hearing may do so, subject to filing a notice of appearance as set out in the Notice of Application and satisfying certain other requirements as set out in the Interim Order. Zoom videoconference details will be provided to such persons in advance of the hearing.

At the hearing for the Final Order, the Court will consider, among other things, the procedural and substantive fairness and the reasonableness of the terms and conditions of the Arrangement and the rights and interests of every Person affected as the Court determines appropriate, both from a substantive and a procedural point of view. The Court has broad discretion under the CBCA when making orders with respect to the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. The Court may approve the Arrangement, either as proposed or as amended, on, or substantially on, the terms presented. Depending upon the nature of any required amendments, Yamana and/or Gold Fields may determine not to proceed with the transactions contemplated in the Arrangement Agreement.

Prior to the hearing on the Final Order, the Court will be informed that the Parties intend to rely on the exemption from the registration requirements under the U.S. Securities Act for the issuance of Consideration Shares pursuant to the Arrangement to holders of Yamana Shares and Yamana Depositary Interests, provided by section 3(a)(10) thereof on the basis of the Final Order.

Under the terms of the Interim Order, each holder of Yamana Shares, including holders of Yamana Depositary Interests, and any other interested party with leave of the Court, will have the right to appear and make submissions at the application for the Final Order subject to such party filing with the Court and serving upon Yamana, by service upon counsel to Yamana: Cassels Brock and Blackwell LLP, Suite 2100, Scotia Plaza, 40 King Street West, Toronto, Ontario M5H 3C2, Attention: Stephanie Voudouris, a notice of appearance in the form required by the Court’s rules, including such party’s address for service, and any additional affidavits or other materials on which a party intends to rely, as soon as reasonably practicable, and in any event, no later than 4:00 p.m. (Toronto time) on November 21, or the second last Business Day before the hearing of the application or such other date as the Court may order. There can be no assurance that the Court will approve the Arrangement.

Subject to the Court ordering otherwise, only those Persons who file a notice of appearance as set out in the Notice of Application and satisfy certain other requirements as set out in the Interim Order will be provided with notice of the materials to be filed with the Court and the opportunity to make submissions in support or opposition of the Final Order. In the event that the hearing is postponed, adjourned or rescheduled, then, subject to further order of the Court, only those Persons having previously served a notice of appearance in compliance with the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

For further information regarding the Court hearing and your rights in connection therewith, see the form of Notice of Application attached hereto as Schedule E. The Notice of Application constitutes notice of the Court hearing of the application for the Final Order and is your only notice of the Court hearing.

Key Regulatory Approvals

Pursuant to the Arrangement Agreement, it is a mutual condition precedent to completion of the Arrangement that all of the Key Regulatory Approvals have been obtained. Within the time prescribed after the date of the Arrangement Agreement, each Party, or where appropriate, Gold Fields or both Parties jointly, have agreed to make all required notifications, filings, applications and submissions required to obtain the Key Regulatory Approvals and shall use their respective commercially reasonable efforts to take or cause to be taken all actions necessary or advisable on their respective parts to discharge their respective obligations under the Arrangement Agreement or under applicable Laws in connection with the Arrangement and the Arrangement Agreement. With respect to obtaining the Investment Canada Act Approval, Gold Fields has agreed to use its commercially reasonable efforts to propose, negotiate and enter into undertakings necessary to obtain the Investment Canada Act Approval, as soon as promptly practicable.

See “Transaction Agreements – The Arrangement Agreement – Conditions”.

Canadian Competition Approval

Part IX of the Competition Act requires that parties to certain prescribed classes of transactions provide notifications to the Commissioner where the applicable thresholds set out in sections 109 and 110 of the Competition Act are exceeded and no exemption applies (“Notifiable Transactions”). Subject to certain limited exceptions, a Notifiable Transaction cannot be completed until the Parties to the transaction have each submitted the information prescribed pursuant to subsection 114(1) of the Competition Act (a “Notification”) to the Commissioner and the applicable waiting period has expired, has been terminated early or the appropriate waiver has been provided by the Commissioner.

The waiting period is 30 days after the day on which the parties to the Notifiable Transaction have submitted their respective notifications. The parties are entitled to complete their Notifiable Transaction at the end of the 30-day period, unless the Commissioner notifies the parties, pursuant to subsection 114(2) of the Competition Act, that the Commissioner requires additional information that is relevant to the Commissioner’s assessment of the Notifiable Transaction (“Supplementary Information Request”). In the event that the Commissioner provides the parties with a Supplementary Information Request, the Notifiable Transaction cannot be completed until 30 days after compliance with such Supplementary Information Request, provided that there is no order issued by the Competition Tribunal in effect prohibiting completion at the relevant time. The Commissioner’s substantive assessment of a Notifiable Transaction may extend beyond the statutory waiting period. Where a transaction is not completed within one year of the filing of a Notification or such longer period as the Commissioner may specify, Part IX of the Competition Act applies as if no notice were given or information supplied.

In addition to, or as an alternative to, filing a Notification, a party to a Notifiable Transaction may apply to the Commissioner for an Advance Ruling Certificate confirming that the Commissioner is satisfied that he or she does not have sufficient grounds on which to apply to the Competition Tribunal for an order under section 92 of the Competition Act to prohibit the completion of the transaction, or, in the event that the Commissioner is not prepared to issue an Advance Ruling Certificate, a No Action Letter. If the Commissioner issues an Advance Ruling Certificate, the parties are exempt from having to file a Notification; if the Commissioner issues a No Action Letter, upon the request of the parties, the Commissioner can waive the parties’ requirement to submit a Notification where the parties have supplied substantially similar information as would have been supplied with their Notification (a “Waiver”).

The Commissioner may challenge a merger before the Competition Tribunal at any time before, or within one year following, its completion where the Commissioner believes that the merger prevents or lessens, or is likely to prevent or lessen, competition substantially in Canada (a “Competition Challenge”). If the Competition Tribunal agrees with the Commissioner, it can issue an order prohibiting the transaction, provided that the transaction has not been completed by such time, or it can order the divestiture of shares or assets where the transaction has already been completed; the Competition Tribunal cannot issue an order, however, where the Parties have been able to establish the elements of the statutory efficiencies defence. The Commissioner is precluded from bringing a Competition Challenge on substantially the same information that an Advance Ruling Certificate was issued, provided that the Notifiable Transaction was completed within one year after the Advance Ruling Certificate was issued. No such prohibition on bringing a Competition Challenge applies as a result of the issuance of a No Action Letter.

The transactions contemplated by the Arrangement Agreement constitute a Notifiable Transaction, and as such, the Parties must comply with the merger notification provisions of Part IX of the Competition Act. Pursuant to the Arrangement Agreement, Competition Act Approval is a mutual condition to the completion of the Arrangement. On June 13, 2022, Gold Fields submitted a request for an Advance Ruling Certificate or, in the alternative, a No Action Letter and a Waiver, to the Commissioner in respect of the transactions contemplated by the Arrangement Agreement.

On June 20, 2022, the Commissioner issued an Advance Ruling Certificate in respect of the Arrangement, which constitutes the Competition Act Approval for the purposes of the Arrangement Agreement.

Investment Canada Act Approval

Under the Investment Canada Act, certain transactions involving the “acquisition of control” of a Canadian business by a non-Canadian investor are subject to pre-closing review and cannot be implemented unless and until the Minister is satisfied or deemed to be satisfied that the transaction is likely to be of “net benefit” to Canada (a “Reviewable Transaction”).

The transactions contemplated by the Arrangement Agreement constitute a Reviewable Transaction under the Investment Canada Act.

Under the Investment Canada Act, following the filing by the non-Canadian investor of an application for review, there is an initial 45-day review period (during which the Reviewable Transaction cannot be completed). That initial review period may be unilaterally extended by the Minister for an additional 30 days, after which the Minister and the investor may agree to further extensions.

The prescribed factors to be considered by the Minister in determining whether a Reviewable Transaction is likely to be of “net benefit” to Canada include, among other things, (a) the effect of the investment on the level and nature of economic activity in Canada (including the effect on employment, capital investment, resource processing, utilization of Canadian products and services and exports); (b) the degree and significance of participation by Canadians in the acquired business; (c) the effect of the investment on productivity, industrial efficiency, technological development, product innovation, product variety and competition in Canada; (d) the effect of the investment on competition within an industry in Canada; (e) the compatibility of the investment with national and provincial industrial, economic and cultural policies; and (f) the contribution of the investment to Canada’s ability to compete in world markets. The Minister will also consider, among other things, financial and other undertakings proposed to be given by the investor in determining whether a Reviewable Transaction is likely to be of “net benefit” to Canada.

If, following review, the Minister is satisfied that a Reviewable Transaction is likely to be of “net benefit” to Canada, the Minister is required to send a notice to that effect to the investor. If the Minister does not send notice of approval within the initial 45-day period or an extended review period, as applicable, the Minister is deemed to be satisfied that the Reviewable Transaction is likely to be of “net benefit” to Canada and is required to send a notice to that effect to the investor.

If, following review, the Minister is not satisfied that a Reviewable Transaction is likely to be of “net benefit” to Canada, the Minister is required to send a notice to that effect, advising the investor of its right to make further representations and submit additional undertakings within 30 days from the date of such notice or any further period that may be agreed to by the Minister and the investor.

Within a reasonable time after the expiry of the period for making representations and submitting undertakings, as described above, the Minister is required to send notice to the investor that either the Minister is satisfied that the investment is likely to be of “net benefit” to Canada or confirmation that the Minister is not satisfied that the investment is likely to be of “net benefit” to Canada. In the latter case, the Reviewable Transaction may not be implemented.

Pursuant to terms of the Arrangement Agreement, Investment Canada Act Approval is a mutual condition to the completion of the Arrangement and will be obtained if the Minister has sent a notice stating that the Minister is satisfied that the transactions contemplated by the Arrangement Agreement are likely to be of “net benefit” to Canada, or the Minister has been deemed, in accordance with the provisions of the Investment Canada Act, to be satisfied that the transactions contemplated by the Arrangement Agreement are likely to be of “net benefit” to Canada.

Gold Fields submitted an application for review to the Investment Review Division of Innovation, Science and Economic Development Canada which was certified as received and complete as at July 11, 2022. As of the date of this Circular, the review of the transactions contemplated by the Arrangement Agreement under the Investment Canada Act is ongoing and the Investment Canada Act Approval required pursuant to the Arrangement Agreement has not yet been obtained.

SARB Approval

The South African Exchange Control Regulations, 1961 (the “Exchange Control Regulations”) contain specific provisions pertaining to the export of capital from South Africa. Under the terms of section 10(1)(c) of the Exchange Control Regulations, no entity shall, except with permission granted by the South African Minister of Finance (the “Treasury”) and in accordance with such conditions as the Treasury may impose, enter into any transaction whereby capital or any right to capital is directly or indirectly exported from the Republic of South Africa. The Treasury has delegated to the South African Reserve Bank (the “SARB”) administration of the Regulations. In this regard, the Financial Surveillance Department (the “FSD”) of the SARB holds this function. Further, the SARB has appointed certain banks as “Authorised Dealers”, which are authorized to deal in foreign exchange. The Exchange Control Regulations must be read together with the Currency and Exchanges Manual for Authorised Dealers (the “Manual”), issued by the FSD.

The Arrangement requires the export of capital from South Africa and permission pursuant to the terms of regulation 10(1)(c) of the Exchange Control Regulations. As such, Gold Fields has submitted an application to the FSD requesting approval for the Arrangement. In addition, any circular to be distributed by Gold Fields to its shareholders in relation to the Arrangement must be approved by the SARB.

Pursuant to Gold Fields’ application for approval of the Arrangement by the SARB as envisioned in the Arrangement Agreement, Gold Fields has obtained the requisite approval from the FSD in connection with the implementation and completion of the Arrangement on July 22, 2022, which approval constitutes the SARB Approval for the purposes of the Arrangement Agreement.

Stock Exchange Listing Approval

The Yamana Shares are listed and posted for trading on the TSX under the trading symbol “YRI” and are listed on the NYSE and the LSE under the trading symbol “AUY”. The Gold Fields Shares are currently listed for trading on the JSE under the trading symbol “GFI” and the Gold Fields ADSs are currently listed for trading on the NYSE under the trading symbol “GFI”.

Pursuant to the Arrangement Agreement, Gold Fields has agreed to apply for and use reasonable best efforts to obtain approval for the listing and trading of (a) the Gold Fields Shares issuable pursuant to the Arrangement on the JSE and (b) the Gold Fields ADSs issuable pursuant to the Arrangement on the NYSE, in each case subject to official notice of issuance. Gold Fields will apply to the JSE to list the Gold Fields Shares to be issued pursuant to the Arrangement after the Yamana Meeting in accordance with Form H (Corporate Actions Timetable) under Schedule 2 of the JSE Listings Requirements. In addition, Gold Fields will apply to the NYSE to list the Gold Fields ADSs to be issued pursuant to the Arrangement, including the Gold Fields ADSs to be issued in exchange for the Yamana RSUs at the Effective Time pursuant to the Arrangement, and anticipates receiving all required authorizations from the NYSE prior to the closing of the Arrangement. Gold Fields anticipates receiving all required authorizations from the JSE prior to the closing of the Arrangement. It is a mutual condition to the completion of the Arrangement that the Gold Fields Shares and Gold Fields ADSs issuable pursuant to the Arrangement be approved for listing on the JSE and the NYSE, respectively, in each case subject to customary conditions. See “Transaction Agreements – The Arrangement Agreement – Conditions”. Gold Fields has applied to have the Gold Fields ADSs listed on the TSX and the TSX has conditionally approved the listing of Gold Fields ADSs. Listing of the Gold Fields ADSs on the TSX is subject to Gold Fields fulfilling all of the requirements of the TSX. It is expected that the Gold Fields ADSs will begin trading on the TSX within two Business Days following the closing of the Arrangement. See “Risk Factors”. However, receipt of approval for the listing of the Gold Fields ADSs on the TSX is not a condition to the completion of the Arrangement.

It is a requirement of the JSE Listings Requirements that the Category 1 Transaction Resolution is approved by the affirmative vote of at least a simple majority of the votes properly cast on the Category 1 Transaction Resolution at the Gold Fields Meeting. Furthermore, in order to issue the Consideration Shares, the Gold Fields Share Issuance Resolution is required to be approved by Gold Fields Shareholders holding at least 75% of the voting rights present at the Gold Fields Meeting. See “Regulatory Matters and Approvals – Shareholder Approvals – Gold Fields Shareholder Approval”.

It is also a condition to implementation of the Arrangement that Yamana will have obtained approval of the TSX in respect of the Arrangement. The TSX has conditionally approved the Arrangement, subject to the filing of certain documents following the closing of the Arrangement.

Canadian Securities Law Matters

Each Yamana Shareholder is urged to consult such Yamana Shareholder’s professional advisors to determine the Canadian conditions and restrictions applicable to trades in the Consideration Shares issued pursuant to the Arrangement.

Status under Canadian Securities Laws and Delisting Matters

Yamana is a reporting issuer in each of the provinces and territories of Canada. The Yamana Shares currently trade on the TSX, the NYSE and the LSE. It is expected that the Yamana Shares will be delisted from the TSX, NYSE and LSE, as applicable, as promptly as practicable following completion of the Arrangement (anticipated to be effective no later than two or three Business Days following the Effective Date) and, subject to applicable Laws, Gold Fields will, as promptly as possible following completion of the Arrangement, apply to the applicable Canadian Securities Authorities to have Yamana cease to be a reporting issuer.

Gold Fields is a public company registered in South Africa and is a foreign private issuer under U.S. Securities Laws. Gold Fields is not currently a reporting issuer in any province or territory of Canada; however, upon completion of the Arrangement, Gold Fields will become a reporting issuer in Canada as a consequence thereof. Notwithstanding that Gold Fields will become a reporting issuer in Canada, it is expected that Gold Fields will be designated as a “SEC foreign issuer” for purposes of Canadian Securities Laws and accordingly the Canadian Securities Authorities will generally, subject to certain exceptions, defer to the reporting and other securities Law obligations to which Gold Fields is subject in South Africa and the United States.

The Gold Fields Shares and Gold Fields ADSs are listed on the JSE and on the NYSE, respectively, under the symbol “GFI”. Following completion of the Arrangement, the Gold Fields Shares and the Gold Fields ADSs will continue to be listed for trading on the JSE and the NYSE, respectively, under the symbol “GFI”. Gold Fields has applied to have the Gold Fields ADSs listed on the TSX and the TSX has conditionally approved the listing of Gold Fields ADSs. Listing of the Gold Fields ADSs on the TSX is subject to Gold Fields fulfilling all of the requirements of the TSX. It is expected that the Gold Fields ADSs will begin trading on the TSX within two Business Days following the closing of the Arrangement. See “Risk Factors”. Unlike the Yamana Shares, neither the Gold Fields Shares nor the Gold Fields ADSs are currently listed on the LSE and Gold Fields will not make application for the admission of the Gold Fields Shares or Gold Fields ADS to the LSE following completion of the Arrangement.

Distribution and Resale of Consideration Shares under Canadian Securities Laws

The distribution of the Consideration Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian Securities Laws and is exempt from or otherwise is not subject to, the registration requirements under applicable Canadian Securities Laws. The Consideration Shares received pursuant to the Arrangement will not be legended and may be resold through registered dealers in each of the provinces and territories of Canada provided that (a) Gold Fields is a reporting issuer in a jurisdiction of Canada for four months immediately preceding the trade (pursuant to section 2.9 of NI 45-102, upon completion of the Arrangement, Gold Fields will be deemed for this purpose to have been reporting issuer from time that Yamana became a reporting issuer), (b) the trade is not a “control distribution” as defined NI 45-102, (c) no unusual effort is made to prepare the market or to create a demand for the Consideration Shares, (d) no extraordinary commission or consideration is paid to a Person or company in respect of such sale, and (e) if the selling security holder is an insider or officer of Gold Fields, the selling security holder has no reasonable grounds to believe that Gold Fields is in default of applicable Securities Laws. Each Yamana Shareholder is urged to consult the holder’s professional advisors with respect to restrictions applicable to trades in Consideration Shares under Canadian Securities Laws.

Multilateral Instrument 61-101

Yamana is subject to MI 61-101, which governs certain transactions that raise the potential for conflicts of interest, specifically issuer bids, insider bids, related party transactions and business combinations. MI 61-101 is intended to ensure that all securityholders are treated in a manner that is fair and equal and that is perceived to be fair and equal with respect to these transactions, and generally requires enhanced disclosure, approval by a majority of securityholders excluding “interested parties” or “related parties” (each as defined in MI 61-101), independent valuation and, in certain instances, approval and oversight of the transaction by a special committee of independent directors. These protections generally apply to “business combinations” (as defined in MI 61-101) that terminate the interests of securityholders without their consent and related party transactions in circumstances where a related party is entitled to consideration for a security that is not identical in amount and form to the entitlement of shareholders generally or is entitled to a “collateral benefit” (as defined in MI 61-101). If a transaction is determined to be a “business combination”, MI 61-101 requires that, in addition to the approval of the transaction by at least two-thirds of the vote cast by all shareholders present in person or represented by proxy at the applicable shareholder meeting, the transaction would be subject to “minority approval” requirements (as defined in MI 61-101).

As previously described in this Circular, all of the issued and outstanding Yamana Shares will be exchanged for Consideration Shares under the terms of the Plan of Arrangement. Unless certain exceptions apply, the Arrangement would be considered a “business combination” in respect of Yamana pursuant to MI 61-101 since the interest of a holder of a Yamana Share may be terminated without the holder’s consent. Accordingly, unless there is no “related party” of Yamana that is entitled to receive a “collateral benefit” in connection with the Arrangement, the Arrangement would be considered a “business combination” and subject to “minority approval” requirements at the Yamana Meeting.

If “minority approval” is required, MI 61-101 would require that the Arrangement Resolution, in addition to needing the affirmative vote of at least 66^2/3% of the votes cast by the Yamana Shareholders present in person or represented by proxy and entitled to vote at the Yamana Meeting, be approved by the affirmative vote of a simple majority of the votes cast by Yamana Shareholders present in person or represented by proxy and entitled to vote at the Yamana Meeting, excluding votes cast in respect of Yamana Shares held by “related parties” who receive a “collateral benefit” (as defined in MI 61-101) as a consequence of the transaction.

A “collateral benefit” includes any benefit that a “related party” of Yamana is entitled to receive as a consequence of the Arrangement, including without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancement in benefits related to services as an employee, director or consultant of Yamana. MI 61-101 excludes from the meaning of “collateral benefit” a payment per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party that is received solely in connection with the related party’s service as an employee, director or consultant of the issuer, of an affiliated entity of the issuer or of a successor to the business of the issuer where: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transactions; (b) the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) the related party and their associated entities beneficially own, or exercise control or direction over, less than 1% of each class of the outstanding securities of the issuer, or (ii) the related party discloses to an independent committee of the issuer the amount of the consideration that they expect to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities they beneficially own and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities it beneficially owns, and the independent committee’s determination is disclosed in the disclosure document for the transaction.

In connection with the Arrangement, Yamana’s outstanding incentive awards will be treated as set forth under “The Arrangement – Principal Steps of the Arrangement” and certain officers of Yamana are entitled to certain rights upon and/or following a change in control as set forth under “– Interests of Certain Persons or Companies in the Arrangement”. Yamana has considered whether any of these matters may constitute a “collateral benefit” for purposes of MI 61-101 such that the Arrangement would therefore constitute a “business combination” under MI 61-101. Yamana has determined that none of these matters are a “collateral benefit” for the purposes of MI 61-101 as, among other things, each Yamana recipient thereof beneficially owns, or exercises control or direction over, less than 1% of Yamana’s outstanding equity securities and the full particulars of such matters have been disclosed herein. Yamana has also determined that no related party of Yamana is entitled to consideration for its Yamana Shares that is not identical in amount and form to the entitlement of Yamana Shareholders generally and accordingly will not receive any benefits or payments that fall within the definition of “collateral benefit” for the purposes of MI 61-101. Accordingly, the Arrangement is not considered to be a “business combination” in respect of Yamana, and as a result, no “minority approval” is required for the Arrangement Resolution. In addition, since the Arrangement does not constitute a business combination, no formal valuation of Yamana is required for the Arrangement under MI 61-101.

Interests of Certain Persons or Companies in the Arrangement

The directors and senior management of Yamana may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of the Yamana Shareholders and that may present them with actual or potential conflicts of interest in connection with the Arrangement. These interests include those described below. The Yamana Board was aware of these interests and considered them, among other matters, when evaluating and negotiating the Arrangement Agreement and recommending approval of the Arrangement by the Yamana Shareholders, as applicable.

All benefits received, or to be received, by the directors and senior management of Yamana as a result of the Arrangement are, and will be, solely in connection with their services as directors and senior management of Yamana. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such Person for the Yamana Shares held by such Person and no benefit is, or will be, conditional on any Person supporting the Arrangement.

Share Ownership and Yamana Equity Awards

As of October 18, 2022, the directors and senior management of Yamana and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over less than 1% of the outstanding Yamana Shares, in addition to holding Yamana DSUs, which are akin to holding Yamana Shares, Yamana RSUs, and Yamana PSUs, all as outlined in the table below. As of October 18, 2022, none of the directors and senior management of Yamana held Yamana Options.

Yamana Securities held by directors and senior management of Yamana and their associates and affiliates will be treated in the same manner under the Arrangement as Yamana Securities held by other Yamana Securityholders. See “The Arrangement – Details of the Arrangement” for how the Yamana Shares will be affected by the Arrangement and “The Arrangement – Completion of the Arrangement – Treatment of Long-Term Incentives/Convertible Securities” for how the other Yamana Securities will be affected by the Arrangement.

Yamana DSUs

If the Arrangement is consummated, each Yamana DSU outstanding immediately prior to the Effective Time, all of which are vested, will be, and will be deemed to be, transferred by the holder thereof to Yamana in exchange for a cash payment from Yamana equal to the VWAP of one Yamana Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date.

Yamana RSUs

If the Arrangement is consummated, each Yamana RSU outstanding immediately prior to the Effective Time will vest in accordance with the terms of the Yamana RSU Plan and will be, and will deemed to be, transferred by the holder thereof to Gold Fields Subco exchanged for such number of Gold Fields ADSs as is equal to: (a) the number of Yamana Shares subject to the Yamana RSUs immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number.

Yamana PSUs

If the Arrangement is consummated, each Yamana PSU outstanding immediately prior to the Effective Time will be, and will deemed to be, transferred by the holder thereof to Yamana in exchange for a cash payment from Yamana equal to: (a) the VWAP of one Yamana Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date, multiplied by (b) the applicable Multiplier (as defined in the Yamana PSU Plan) in effect as of the Effective Date.

The table below sets forth the number of Yamana Shares/DSUs, Yamana PSUs and Yamana RSUs beneficially owned or controlled, directly or indirectly, by each of the directors and senior management of Yamana as of October 18, 2022.