没有某些变化或事件-没有Yamana实质性的不利影响

附表3.1的陈述和保证在本协议日期和生效时间均应真实和正确；(Ii)(D)(I)节中所述的Yamana的陈述和保证

附属公司

和(G)

大写

在本协议日期和生效时间时，附表3.1的所有内容应真实和正确(除极小的不准确外)，如同在该时间和截至该时间所作的一样；和(Iii)本协议中规定的对Yamana的所有其他陈述和保证(X)在本协议日期的所有方面都是真实和正确的，以及(Y)在生效时间的所有方面就好像是在该时间作出的一样(就本条款6.2(A)第(Iii)(Y)款的目的而言，不考虑任何该等陈述或保证中包含的任何重要性或Yamana实质性不利影响的限制)；但前述条款第(I)、(Ii)和(Iii)项中的任何陈述和保证，其条款明确说明截至本协议日期或另一日期时，应在该日期在各方面真实和正确，除非前述第(Iii)(Y)条个别和总体未能在所有方面如此真实和正确，并不构成Yamana实质性不利影响，并且Yamana应向Gold Fields 63提供Yamana的两名高级官员的证书(代表Yamana且不承担个人责任)，证明上述生效日期；(B)Yamana应已在所有实质性方面遵守其本协议中的约定，并且Yamana应已向Gold Fields提供Yamana的两名高级管理人员的证书，证明(代表Yamana且不承担个人责任)在生效日期遵守此等约定；(C)任何政府实体或任何其他人士在与其外部法律顾问磋商后真诚地认为任何法律程序相当可能会对金田完成安排或收购或持有任何Yamana股份或行使其全部所有权的能力施加重大限制时，不得有任何政府实体或任何其他人的法律程序待决或以书面威胁；(D)自本协议日期起，Yamana不应发生或已向公众披露(如果以前未向公众披露)任何尚未治愈的Yamana重大不利影响，Yamana应向Gold Fields提供一份Yamana两名高级管理人员的证明(代表Yamana且不承担个人责任)；及(E)不得就超过5%的已发行及已发行Yamana股份行使(或如行使，则不得保持不撤回)异议权利。6.3 Yamana义务的附加条件Yamana完成安排的义务取决于在生效时间或生效时间之前满足以下每一附加条件(每个附加条件都是为了Yamana的独有利益，Yamana可以在任何时间完全酌情放弃全部或部分条件，而不损害Yamana可能拥有的任何其他权利)：(A)(I)(A)(A)节中规定的对Gold Fields的陈述和担保

组织机构和资格

与本协议相关的权限

及(U)(Ii)

没有某些变化或事件-没有黄金领域的重大不利影响

(Ii)第(G)节所述有关金矿的陈述和保证，在本协议日期及生效时间均属真实和正确；

大写

在本协议日期和生效时间时，附表4.1的所有内容应真实和正确(除极小的错误外)，如同在该时间和截至该时间所作的一样；和(Iii)本协议中规定的所有其他关于黄金田的陈述和保证在本协议日期的所有方面都应真实和正确(X)，并且在生效时间的所有方面都应如同在该时间作出的一样(就本条款6.3(A)第(Iii)(Y)款的目的而言，不考虑任何该等陈述或保证中包含的任何重大或黄金场重大不利影响的资格)；但前述第(I)、(Ii)及(Iii)款中的任何陈述和保证，如其条款明确说明截至本协议日期或另一日期，则在该日期在各方面均属真实及正确，且除非前述第(Iii)(Y)条个别及整体未能在所有方面如此真实及正确，否则并不构成金田64的重大不利影响。和金田应向Yamana提供一份金田两名高级官员的证书，证明上述日期为生效日期(代表金田且不承担个人责任)；(B)金矿应在所有方面遵守第2.13节中的契诺

代价的支付

并且(C)自本协议生效之日起，不应发生或已向公众披露(如果以前未向公众披露)任何尚未治愈的重大不良影响，且Gold Fields应已向Yamana提供一份表明(代表Gold Fields且不承担个人责任)的金田两名高级管理人员的证书。6.4条件的满足第6.1节、第6.2节和第6.3节中规定的先决条件应最终被视为在生效时间已得到满足、放弃或解除。为提高确定性，且不论双方与托管机构之间订立的任何托管安排的条款如何，托管机构根据本条款第2.13节以托管方式持有的对价股份应在生效时解除托管，而无需任何人采取任何进一步的行动或办理任何手续。6.5通知和补救条款(A)每一方应在本协议生效日期至生效日期期间的任何时间，将发生或未发生的任何事件或事实状态(在任何情况下，实际、预期、预期或据该方所知为威胁)迅速通知另一方：(I)导致本协议所载任何一方的任何陈述或担保在任何重大方面在本协议日期或生效日期不真实、误导或不准确；或(Ii)导致任何一方在生效日期之前或在生效日期未能遵守或满足任何契诺、条件或协议。(B)根据本第6.5条提供的通知不会影响各方的陈述、保证、契诺、条件、协议或义务(或与之相关的补救措施)或各方在本协议项下义务的条件。(C)金矿不得选择根据第7.2(A)(Iii)(D)条行使终止本协议的权利

Yamana违反陈述、保证或契诺

并且Yamana不得选择根据第7.2(A)(Iv)(D)条行使终止本协议的权利[金田违反陈述、保证或契诺], (b) [，除非寻求终止本协议的一方(“终止方”)已向另一方(“违约方”)发出书面通知(“终止通知”)，合理详细地说明所有违反契诺、陈述和保证的行为，或终止方声称作为终止依据的其他事项。在交付终止通知后，如果违约方正在努力处理该事项，并且该事项能够在外部日期之前得到解决，则终止方不得行使该终止权，直到：(I)外部日期；和(Ii)违约方收到该终止通知后十个工作日内的日期(如果该事项在该日期之前仍未得到解决)；但如果任何事项未能在外部日期之前得到解决，则该终止方可立即行使适用的终止权。6.6条款的受挫金田和Yamana均不得依赖于6.1节、6.2节或6.3节(视情况而定)中规定的任何条件未能得到满足，如果该条件未能得到满足的原因是该方在任何实质性方面违反了本协议的任何规定，或在任何实质性方面未能使用该方所要求的努力标准来完成本协议中预期的交易。第七条期限、终止、修改和放弃7.1期限本协议自本协议之日起生效，直至本协议生效时间较早者，并根据本协议的条款终止。7.2终止(A)本协议可在生效时间之前的任何时间终止：(I)通过Yamana和Gold Field双方的书面协议；(Ii)如果：(A)有效时间不应在外部日期或之前发生，但如果任何一方未能履行其在本协议下的任何义务或违反其在本协议项下的任何陈述和保证，则不能享有根据第7.2(A)(Ii)(A)条终止本协议的权利，条件是：(A)有效时间不应在外部日期发生；(B)在此日期后，应制定或制定任何仍然有效的适用法律或命令，该法律或命令使完成安排成为非法，或以其他方式禁止或禁止Yamana或Gold Fields完成安排，且该法律、命令或命令已成为最终和不可上诉的；]66(C)Yamana股东批准不应在Yamana会议上获得，除非任何一方未能履行其在本协议下的任何义务或违反其在本协议下的任何陈述和保证是未能获得Yamana股东批准的原因或结果，则不得根据本第7.2(A)(Ii)(C)条获得终止本协议的权利；或(D)黄金场股东大会上并未正式批准该等黄金场决议案，但任何一方如未能履行其在本协议下的任何义务或违反其在本协议项下的任何陈述及保证，则不得享有根据本第7.2(A)(Ii)(D)条终止本协议的权利，而该等权利是未能获得金矿场股东批准的原因或结果。(Iii)如果金田：(A)Yamana建议发生变化，和/或Yamana或其任何子公司接受、批准、签署或签订许可收购协议；(B)Yamana在任何重大方面违反了第5.8条；(C)Yamana发生了无法在外部日期之前治愈的重大不利影响；或(D)Yamana方面违反本协议中规定的任何陈述或保证或未能履行任何契诺或协议，将导致第6.2(A)节或第6.2(B)节中规定的条件无法满足，且这些条件无法在外部日期之前满足。(IV)如果(A)Gold Fields建议发生变化和/或Gold Fields或其任何子公司接受、批准、签署或签订许可收购协议；(B)Gold Fields在任何重大方面违反了第5.9节；(C)Gold Fields发生了无法在外部日期之前治愈的重大不利影响；或(D)违反本协议中规定的任何陈述或保证，或未能履行本协议中规定的任何约定或协议，将导致第6.3(A)节或第6.3(B)节中规定的条件无法满足，且该等条件无法在外部日期前满足。67(B)希望根据本第7.2条(除第7.2(A)(I)条以外)终止本协议的一方应向另一方发出终止本协议的书面通知，并合理详细地说明该方行使其终止权的依据。(C)如果本协议根据第7.1节或第7.2节终止，则本协议应失效，不再具有任何效力或效力，而任何一方(或该方的任何股东、高管、员工、代理人、顾问或代表)不对本协议的任何其他方负责，除非：(I)如果由于生效时间的发生而根据第7.1节终止，则本第7.2(C)节和第5.11、5.12节的规定，8.2和8.9以及第1.1节中规定的所有相关定义应在此后六年内继续有效，第2.15节将无限期地继续有效；(Ii)在根据第7.2节终止的情况下，第7.2(C)节和第5.10(B)、7.3、8.2、8.3、8.5、8.6和8.8节的规定，以及第1.1节所述的所有相关定义和保密协议的规定，在根据第7.2节终止时仍然有效，第2.15节将无限期终止；以及(Iii)任何一方都不应因其故意违反本协议的任何规定而被免除或免除任何责任或损害。7.3终止费(A)除本协议另有规定外，与本协议和安排计划有关的所有费用、成本和支出应由产生该等费用、成本或支出的一方支付。(B)就本协议而言，“Yamana终止费事件”是指本协议的终止：(I)由金田根据第7.2(A)(Iii)(A)条终止。[Yamana更改推荐](Ii)由金矿依据7.2(A)(Iii)(B)[Yamana实质性违反非邀请书条款](Iii)任何一方依据第7.2(A)(Ii)(C)条[未能获得Yamana股东批准]在Yamana更改建议和/或Yamana或其任何子公司接受、批准、签署或签订许可收购协议后；或(Iv)任何一方根据第7.2(A)(Ii)(A)条[生效时间不在外部日期之前], (b) [或第7.2(A)(Ii)(C)条]未能获得Yamana股东批准[或根据第7.2(A)(Iii)(D)条通过金矿]Yamana违反陈述、保证或契诺[，但前提是，在这些终止事件中，(X)在终止之前，任何人(金田及其关联公司除外)应已提出并公开宣布善意的Yamana收购建议，并且该Yamana收购建议未在Yamana会议日期之前至少五个工作日和(Y)在终止日期后12个月内撤回，(A)Yamana或其一个或多个子公司就Yamana收购建议订立合同(68保密协议除外)(不论该Yamana收购建议是否与上文第(X)款所述的Yamana收购建议相同)，且该Yamana收购建议后来完成(不论是否在终止后12个月内)或(B)Yamana收购建议应已完成(不论该Yamana收购建议是否与上文第(X)款所述的Yamana收购建议相同)，但为本节第7.3(B)(Iv)节的目的，“Yamana收购建议”一词应具有第1.1节中赋予该术语的含义，但其中提及的“20%”应被视为提及“50%”。如果发生Yamana终止费事件，Yamana应通过电汇立即可用的资金向Gold Fields支付Yamana终止费，具体如下：(A)如果Yamana终止费根据第7.3(B)(I)条支付，应在终止后两个工作日内支付；(B)如果根据第7.3(B)(Ii)条支付Yamana终止费，应在终止后两个工作日内支付终止费；(C)如根据第7.3(B)(Ii)条须支付Yamana终止费，则(I)若Yamana在终止本协议的同时终止本协议，及(Ii)若Gold Fields终止本协议，则应在终止后两个工作日内支付终止费用；或(D)如根据第7.3(B)(Iv)条须支付Yamana终止费，则应于其中所指的Yamana收购建议完成时同时支付终止费用。(C)就本协议而言，“金牌终止费事件”是指本协议的终止：(I)由Yamana根据第7.2(A)(Iv)(A)条终止：]黄金领域在推荐方面的变化[；(Ii)Yamana依据第7.2(A)(Iv)(B)条]黄金矿场实质性违反非征集条款[(Iii)任何一方依据第7.2(A)(Ii)(D)条]未能获得金田股东批准[建议变更后和/或Gold Fields或其任何子公司接受、批准、签署或签订许可收购协议；或(Iv)任何一方根据第7.2(A)(Ii)(A)条]生效时间不在外部日期之前

或第7.2(A)(Ii)(D)条[3.1-4(Iii)产生任何优先购买权或最先要约权，触发任何控制权条款的变更或任何限制或限制，或要求任何人士根据Yamana任何重大合同或授权采取任何同意或其他行动，或导致对Yamana的任何资产或Yamana的任何附属公司或据Yamana所知的Yamana重大合营实体的任何资产施加任何留置权，但不会个别或整体产生Yamana重大不利影响的除外。除监管批准、多伦多证券交易所、纽约证券交易所、伦敦证券交易所和/或FCA、临时命令和最终命令、临时命令和最终命令的适用规则和政策所要求的此类备案和批准外，Yamana或其任何子公司或Yamana重大合资实体无需授权或与之相关的其他行动，或向任何政府实体备案、记录、登记或发布，或通知任何政府实体，以使Yamana履行与本协议项下的安排有关的义务或完成安排，但未能获得或完成该安排的授权和备案除外。单独或总体上，都会对Yamana产生实质性的不利影响。(D)附属公司。(I)除Yamana材料附属公司外，Yamana并无其他重要附属公司。目前，Yamana材料子公司或据Yamana所知Yamana材料合营实体均不得直接或间接向Yamana支付任何股息、就该Yamana材料子公司或Yamana材料合营实体的股本作出任何其他分派、向Yamana偿还该Yamana材料子公司或Yamana材料合营实体的任何贷款或垫款。(Ii)于日期，Yamana披露函件第3.1(D)(Ii)节准确列载有关Yamana材料附属公司及Yamana材料合营实体的下列资料：(I)其名称；(Ii)Yamana对其拥有的股权百分比；及(Iii)其注册成立、组织或成立的司法管辖权。(Iii)Yamana直接或间接为以下各项的登记及实益拥有人：(A)就每一家Yamana重大附属公司而言，其所有已发行及未偿还证券；及(B)就每一Yamana重大合营公司实体而言，载于Yamana公开文件所载的所有权百分比，在各情况下均无任何留置权(准许留置权除外)，以及Yamana材料附属公司及据Yamana所知，Yamana Material合营公司的所有已发行及未偿还证券均已获正式及有效授权及发行，且已缴足股款，如该实体为公司，则不可予评估。Yamana Material子公司或据Yamana所知，Yamana Material合资实体的任何证券均未违反任何法律或优先购买权或类似权利发行。就Yamana重大附属公司或据Yamana重大合营实体所知，并无任何未偿还期权、权利、权利、谅解或承诺(或有或有)与取得任何证券或其他所有权3.1-5权益的权利有关。(E)遵守法律和条件文件。(I)Yamana及其子公司的业务，据Yamana所知，Yamana JV实体自2020年1月1日以来一直在实质上遵守每个司法管辖区的所有法律，这些法律过去和现在一直适用于Yamana、其任何子公司和任何Yamana合资实体的业务，Yamana或其任何子公司或据Yamana所知，Yamana JV的任何实体均未收到任何关于任何涉嫌违反任何此类法律的通知，但没有也不会合理预期的不遵守或违规行为除外，单独或总体上，都会对Yamana产生实质性的不利影响。(Ii)Yamana或其任何附属公司或Yamana合营公司并无根据或违反其章程或细则或同等的组织文件而违反、失责或违反，除非该等违反或失责行为个别或整体不会对Yamana造成重大不利影响。(F)授权。Yamana及其附属公司及据Yamana所知，Yamana合营实体已取得所有必需的授权，以拥有、营运及使用Yamana、其附属公司及Yamana合营实体的资产，或以其他方式进行Yamana、其附属公司及Yamana合营实体的业务及营运，以遵守所有适用法律，除非未能取得任何此等授权将不会个别或整体对Yamana产生重大不利影响。此类授权完全有效，并根据其条款发挥作用。Yamana及其附属公司及据Yamana所知，Yamana合营公司实体已全面遵守及遵守所有此等授权，但个别或整体不会对Yamana造成重大不利影响的不遵守情况除外。没有关于任何此类授权的行动、调查或程序待决，据Yamana所知，这些授权如果成功，将对Yamana产生实质性的不利影响。Yamana或其任何子公司，或据Yamana所知，Yamana JV的任何实体或其各自的任何高级管理人员或董事，均未收到任何书面或口头的关于撤销、不续期或对任何此类授权进行重大修订的通知，或任何人打算撤销、拒绝续期或对任何此类授权进行实质性修订的通知，但在每一种情况下，撤销、不续期或修订不会单独或总体对Yamana产生实质性不利影响，据Yamana所知，Yamana及其子公司和Yamana所知的所有授权除外，Yamana合资公司实体继续有效，以便Yamana、其子公司和Yamana合资公司实体继续按照目前的方式开展各自的业务。据Yamana所知，除Yamana或其全资附属公司外，没有任何人士拥有Yamana或其全资附属公司的任何授权，或在Yamana或其全资附属公司的任何授权中拥有任何所有权、财务或其他利益(直接或间接)。3.1-6(G)大写。(I)Yamana的法定股本由不限数量的Yamana股份组成。截至本协议日期，尚有(A)961,039,283股Yamana已发行及已发行股份；(B)无Yamana购股权；(C)Yamana RSU将导致在归属时发行最多2,428,903股Yamana股票；及(D)Yamana认股权证，将导致在行使时发行最多340,166股Yamana股票。此外，截至本协议之日，尚有(A)3,321,591个Yamana多用途单位未清，(B)5,247,958个Yamana未清多个。所有已发行的Yamana股份已予发行，而所有根据Yamana RSU及Yamana认股权证根据其条款行使或归属权利而可发行的Yamana股份已获正式授权，并将于发行时作为Yamana的缴足股款及不可评估股份有效发行，且不受或将不会(视情况而定)受任何优先认购权规限或不会违反任何优先认购权而发行。除本文及Yamana披露函件第3.1(G)(I)节所述外，Yamana、其任何附属公司或Yamana合资公司的任何实体并无发行或出售Yamana资本中的任何股份、其任何附属公司的股份、合伙权益或其他股权，或可转换为、可交换或附有收购或认购Yamana股本中任何股份或其任何附属公司的股份、合伙权益或其他股权的权利或义务，或其价值以Yamana或其任何附属公司的证券价值为基础，且除Yamana奖励计划外，Yamana并无维持任何以股权或证券为基础的补偿安排。(Ii)Yamana披露函件的第3.1(G)(Ii)节列出了截至本协议日期，在适用范围内向Yamana RSU、Yamana DSU、Yamana PSU和Yamana认股权证的持有人提供的所有未完成授予的时间表，以及该安排的数量、行使价格、授予日期、到期日、授予时间表、性能标准，以及是否可以单独或与另一事件或事件一起加速归属或行使。(Iii)于本报告日期，Yamana或其任何附属公司，或据Yamana所知，Yamana重大合营公司任何实体并无未履行责任回购、赎回或以其他方式收购任何Yamana股份或其任何附属公司或Yamana重大合营公司实体的任何股份，或合伙权益或其他股权，或使证券符合资格于加拿大或其他地方公开分销，或与Yamana、其任何附属公司或Yamana重大合营公司实体的任何证券的投票或处置有关。据Yamana所知，Yamana的任何子公司或Yamana合资公司的任何实体均不拥有Yamana的任何股份。3.1-7(Iv)Yamana的所有未偿还证券的发行基本上符合所有适用法律以及适用于该等证券的任何优先购买权或类似权利。(V)Yamana奖励计划和此类计划下的证券发行(包括所有未偿还的Yamana RSU、Yamana DSU、Yamana PSU)已根据国际财务报告准则记录在Yamana的财务报表中，此类赠款不涉及任何“回溯”、“远期”、“弹簧加载”或类似做法。(Vi)除(A)Yamana高级票据、(B)Yamana的两个或以上附属公司之间或Yamana与其一个或多个附属公司之间的公司间贷款、(C)Yamana财务报表所披露的、或(D)Yamana披露的披露外，或(D)Yamana披露函件第3.1(G)(Vi)节所述，并无Yamana、其附属公司或据Yamana、Yamana合营实体所知的已发行、未偿还或获授权的债券、债权证或其他债务证据，或(据Yamana、Yamana合营实体所知)任何其他任何类型的未偿还协议、安排、文书或承诺，直接或间接给予任何人士、与Yamana股东就任何事项投票的权利(或可转换或可行使有投票权的证券的投票权)。(Vii)截至本协议发布之日，Yamana宣布或授权的所有股息或证券分派均已全额支付。(Viii)Yamana的证券并不由其任何附属公司或Yamana合资公司的任何实体拥有。(H)股东协议和类似协议。除Yamana披露函件第3.1(H)节所述外，Yamana或其任何附属公司，或据Yamana所知，Yamana合营公司的任何实体均不是与Yamana、其任何附属公司或Yamana合营公司实体的资本中已发行及已发行股份有关的任何股东、集合、表决权信托或其他类似协议或安排的一方，或根据该等协议或安排，任何人士可就Yamana、其任何附属公司或Yamana合营公司实体的任何现有或过去股权拥有任何权利或申索，而且Yamana还没有通过股东权利计划或任何其他类似的计划或协议。(I)报告发行人状况和证券交易所合规情况。(I)截至本文发布之日，Yamana是报告发行人(或同等发行人)，根据加拿大证券法，该发行人在加拿大各省和地区并无违约行为，并严格遵守所有适用的加拿大证券法。没有命令将Yamana的任何证券退市、暂停或停止交易。Yamana的股票在多伦多证券交易所上市和挂牌交易，并在纽约证券交易所和伦敦证券交易所上市，除多伦多证券交易所、纽约证券交易所和伦敦证券交易所外，没有在任何市场上市，Yamana在所有重大方面都符合多伦多证券交易所、纽约证券交易所和伦敦证券交易所适用的上市和公司治理规则和法规。]3.1-8(Ii)Yamana没有在任何省或地区采取任何行动停止作为报告发行人，也没有收到作为主要监管机构的安大略省证券委员会或加拿大某省或地区的任何其他适用的证券委员会或证券监管机构要求取消Yamana的报告发行人地位的通知。Yamana的任何证券的退市、暂停交易或停止交易或其他命令或限制正在待决，实际上已受到威胁，或据Yamana所知，预计将不会实施或进行，且Yamana不会接受任何与任何该等命令或限制有关的正式或非正式审查、查询、调查或其他程序。(J)U。美国证券法很重要。(I)Yamana股票是根据美国法律第12(B)条登记的。作为“外国私人发行人”，Yamana实质上遵守了其作为“外国私人发行人”的报告义务，这一点在美国交易所法案下的规则3b-4中定义，并符合美国证券交易法第13条。《交易所法案》。(Ii)除Yamana股票外，Yamana没有根据美国交易所法案注册的任何类别的股权证券，Yamana目前也不受根据美国证券交易法第15(D)条的任何报告义务的约束。《美国交易法》。(Iii)Yamana不是根据美国法律注册或要求注册的投资公司。1940年《投资公司法》，经修订。(Iv)Yamana不是，自2020年1月1日以来一直不是，在生效日期也不会是“壳公司”(定义见美国证券法第405条)。(K)报告。自2020年1月1日以来，Yamana已根据加拿大证券法和美国证券法的规定，及时提交或提供Yamana Public根据加拿大证券法和美国证券法必须提交或提供的所有文件，但未能单独或整体提交不会对Yamana产生实质性不利影响的文件除外。根据当时提交的Yamana Public文件，(I)不包含任何失实陈述，(Ii)不包含任何对重大事实的不真实陈述，或遗漏陈述必须在其中陈述或在其中作出陈述所必需的重大事实，根据这些陈述的情况，不具有误导性，并且(Iii)在所有重大方面均符合适用的加拿大证券法和美国证券法的要求。要求对Yamana公共文件进行的任何修改都已及时提交给适用的政府实体。Yamana没有向任何政府实体提交任何保密的重大变更报告，也没有根据加拿大证券法或任何政府实体提交任何其他保密文件。3.1-9(L)财务报表。(I)Yamana财务报表(包括相关管理层的讨论和分析)以及Yamana就生效日期之前的任何后续期间公开传播的所有Yamana财务报表(包括任何附注和相关管理层的讨论和分析)，将按照在与以前期间一致的基础上适用的IFRS编制(除非IFRS已改变，新的会计准则将在随后的期间生效)和所有适用的法律，并在所有重要方面公平地列报资产、负债(无论是应计、绝对、或有其他)，Yamana及其子公司截至各自日期的综合财务状况及其财务业绩，以及各自所涉期间的经营业绩和现金流。(Ii)Yamana或其任何附属公司或据Yamana所知，Yamana与未合并实体或其他人士之间并无任何表外交易、安排、债务(包括或有债务)或其他关系，而Yamana财务报表中并无反映该等交易、安排、债务(包括或有债务)或其他关系。(3)Yamana及其各子公司的财务账簿、记录和账目：(A)在所有重要方面都是按照“国际财务报告准则”保存的；(B)准确和公平地反映Yamana在所有重要方面的财务报表基础。(Iv)Yamana管理层已建立并维护一套信息披露控制和程序体系(该术语在国家文书52-109-发行人年度和中期文件中的披露认证中定义)，旨在提供合理保证，确保Yamana在其年度文件、临时文件或根据适用法律由政府实体提交或提交的其他报告中要求披露的信息在该等政府实体施加的法律规定的时间内被记录、处理、汇总和报告。此类披露控制和程序包括旨在确保Yamana在其年度文件、临时文件或政府实体根据适用法律提交或提交的其他报告中要求披露的信息被累积并酌情传达给Yamana的管理层，包括其首席执行官和首席财务官(或履行类似职能的人员)，以便及时决定所需披露的信息。(V)Yamana对财务报告保持内部控制(这一术语在国家文书52-109-发行人年度和中期文件中的披露证明中定义)。对财务报告的这种内部控制有效地为财务报告的可靠性和根据《国际财务报告准则》为外部目的编制财务报表提供了合理保证，并包括以下政策和程序：(A)与保存记录有关的政策和程序，这些记录以3.1-10的合理细节准确和公平地反映了Yamana及其子公司资产的交易和处置；(B)提供合理保证，即交易被记录为必要的，以便根据IFRS编制财务报表；Yamana及其子公司的收入和支出只有在得到Yamana及其子公司管理层和董事的授权后才能进行。以及(C)就防止或及时发现可能对Yamana或其子公司的财务报表产生重大影响的未经授权的收购、使用或处置资产提供合理保证。据Yamana所知，截至本协议日期，(X)Yamana财务报告内部控制的设计和实施或维护没有重大缺陷，可能会对Yamana记录、处理、汇总和报告财务信息的能力产生不利影响；以及(Y)不存在任何欺诈行为，无论是否存在重大欺诈行为，涉及管理层或在Yamana财务报告内部控制中发挥重要作用的其他员工。(Vi)Yamana、其任何附属公司或上述任何公司的任何董事、高级管理人员、雇员、核数师、会计师或代表概无收到或以其他方式知悉任何书面或口头有关Yamana或其任何附属公司或其各自内部会计控制的会计或审计实务、程序、方法或方法的重大投诉、指称、断言或申索，包括有关Yamana或其任何附属公司从事有问题的会计或审计行为的任何重大投诉、指称、断言或声称，而该等投诉、指称、断言或申索尚未解决至令Yamana董事会的审计委员会满意。(M)未披露的负债。除Yamana披露函件第3.1(M)节所披露者外，Yamana及其任何附属公司，或据Yamana所知，Yamana任何主要合营实体概无任何性质的重大负债或义务，不论是否应计、或有、绝对、已厘定、可终止或其他，但(I)于Yamana截至2022年3月31日的未经审核简明综合资产负债表(“Yamana资产负债表”)上明确列示或于其附注中披露的负债及义务除外。(Ii)自Yamana资产负债表之日起在正常业务过程中产生并符合以往惯例的费用；及(Iii)因执行本协议而产生的费用。(N)遵守萨班斯-奥克斯利法案。Yamana的每一位首席执行官和首席财务官(或Yamana的每一位前首席执行官和每一位前首席财务官，视情况而定)已根据美国交易所法案规则13a-14或15d-14以及萨班斯-奥克斯利法第302和906条就Yamana公共文件进行了所有要求的认证，且该等证书中包含的陈述截至该Yamana公共文件中的日期在所有重要方面都是真实和准确的。就本协议而言，“首席执行官”和“首席财务官”应具有萨班斯-奥克斯利法案赋予这些术语的含义。Yamana或其任何子公司均未完成(自《萨班斯-奥克斯利法案》颁布以来也未安排或修改)任何3.1-11向董事或高管(定义见美国《萨班斯-奥克斯利法案》第3b-7条)的信贷延期(符合《萨班斯-奥克斯利法案》第402条的含义)。Yamana或其任何子公司的)。Yamana实质上遵守了萨班斯-奥克斯利法案的所有适用条款以及纽约证券交易所适用的上市和公司治理规则。(O)所有权。Yamana及其子公司，据Yamana所知，Yamana合资公司实体：(I)对其不动产权益拥有良好和充分的所有权，包括不动产的简单不动产、租赁、地役权、通行权、允许Yamana、其子公司或Yamana合资公司实体酌情使用土地的土地所有者或当局的许可证或许可证，以允许Yamana目前拥有和在所有实质性方面开展业务所必需的(统称为“Yamana不动产权益”)；及(Ii)持有矿产特许权、申索权、租赁权、许可证、许可证、访问权及勘探、开发、开采、生产、加工或精炼矿物、精矿或矿石作开发用途所需的其他权利及权益(统称为“Yamana矿业权”)，不享有任何留置权(准许留置权除外)。(P)租约和协议下没有违约。(I)Yamana或其任何附属公司，或据Yamana所知，Yamana任何合营公司并无收到任何有关Yamana、其任何附属公司或Yamana Material合营公司作为立约一方的租约及其他业权及营运文件或与Yamana不动产权益或Yamana矿业权有关的任何其他协议或文书项下的任何违约通知，或Yamana及其任何附属公司或Yamana Material合营公司任何实体对Yamana或任何该等资产有约束力或受其约束的任何违约通知，除非该等违约并未或不合理地预期会对Yamana产生重大不利影响。(Ii)(A)Yamana、其附属公司及据Yamana所知，Yamana实质合营实体在所有情况下均信誉良好，在任何情况下并无失责；及(B)根据Yamana所知，并无任何现行状况、情况或事项构成或会在任何租约及其他所有权及营运文件或与Yamana不动产权益及Yamana矿业权有关的任何其他协议及文书下构成或会构成违约，而据Yamana所知，有关Yamana不动产权益及Yamana矿业权，或Yamana对其或该等资产具有约束力或规限，所有该等租约、业权及营运文件及其他协议及文书均信誉良好，并具十足效力及作用，而该等租约、业权及营运文件及其他协议及文书的对手方并无违约，除非该等违约并未及不会合理地预期会对Yamana个别或整体造成重大不利影响。[3.1-12(Q)征收。在Yamana不动产权益或Yamana矿业权的规限下，Yamana或其附属公司或据Yamana所知Yamana合营公司实体的财产或资产并未被任何政府实体接管或挪用，亦未就此发出或展开任何通知或法律程序，据Yamana所知，亦无任何意图或建议发出任何该等通知或展开任何该等法律程序。(R)Yamana矿产储量和资源。(I)雅各比纳采矿综合体、El Penon矿和加拿大马拉蒂克矿是Yamana根据NI 43-101规定的唯一物质财产(“Yamana材料财产”)。(2)根据NI 43-101提交的每一份与Yamana材料特性有关的技术报告在提交时在所有重要方面均符合NI 43-101的要求。(3)Yamana Material Properties的矿产储量和矿产资源估计数在所有实质性方面都是按照合理的采矿、工程、地球科学和其他适用的行业标准和做法，并按照适用法律，包括NI 43-101的要求编制的。除正常生产活动外，Yamana的估计矿产资源或矿产储量总额与Yamana公共文件中规定的数额相比没有出现实质性减少。关于Yamana材料属性的所有信息，包括法律要求披露的所有钻探结果、技术报告和研究，已在Yamana公共文件中于本日期或之前披露。(S)已缴付的专利权使用费及租金。所有租金、特许权使用费(无论是法定的还是合同的)、最重要的特许权使用费权益、制作付款、净利润、盈利、分流协议、金属预付款或类似协议、利息负担、付款和债务(包括但不限于分流、预付款和类似安排)、到期应付的或可履行的(视情况而定)均已：(I)已正式支付：(I)已：(I)适当支付根据本协议规定或在本协议下的任何直接或间接资产，或由于Yamana及其子公司的任何直接或间接资产，或由于Yamana、Yamana的材料合资实体；(Ii)妥善履行；或(Iii)在本合同日期之前作出的规定，除非该等不付款、不履行或不规定不会合理地个别或合计产生Yamana的重大不利影响。(T)环境问题。(I)Yamana及其附属公司，以及据Yamana所知，Yamana Material合资实体自2020年1月1日以来一直遵守所有环境法，但该等违规行为尚未或不会合理地预期会对Yamana产生重大不利影响。3.1-13(Ii)在Yamana、其附属公司或据Yamana所知的Yamana Material JV实体目前或以前的拥有权、拥有权或控制权范围内，并无任何违反环境法的豁免，合理地预期会导致因任何环境法而对Yamana、其任何附属公司或据Yamana所知的任何Yamana重大合营实体产生的索赔、通知、投诉、罚款、起诉或任何其他司法或行政诉讼，而该等法律从未或不会合理地预期会对Yamana任何个别或整体产生重大不利影响。(Iii)并无因任何环境法而对Yamana或其任何附属公司，或据Yamana所知，Yamana主要合营公司的任何实体提出待决的索偿、通知、投诉、处罚、起诉或任何其他司法或行政程序，但尚未或合理地预期不会对Yamana产生重大不利影响的任何该等索偿除外。(Iv)据Yamana所知，并无：(A)任何与环境法有关且合理地预期会个别或整体对Yamana产生重大不利影响的书面命令；或(B)就适用于Yamana、其任何附属公司或Yamana Material合营实体的任何环境法的重大违反事项而仍未处理的任何书面要求或通知，除非尚未或不会合理预期个别或整体会对Yamana产生重大不利影响。(U)知识产权。Yamana及其子公司有足够的权利使用或以其他方式利用开展其目前经营的业务所需的知识产权，并且不存在任何待决的诉讼程序，或据Yamana所知，没有任何人挑战Yamana或其子公司在或对Yamana公共文件中所述用于开展当前经营业务的知识产权的权利，除非没有也不会合理地预期会对Yamana单独或整体产生实质性的不利影响。据Yamana所知，目前在Yamana公共文件中规定的业务行为，包括知识产权的使用，不会在任何实质性方面侵犯任何人的知识产权，除非没有也不会合理地预期会对Yamana产生实质性的不利影响。据Yamana所知，目前没有任何人在任何重大方面侵犯Yamana或其子公司拥有的任何知识产权，除非没有也不会合理地预期对Yamana个别或整体产生重大不利影响。(V)就业问题。(I)除Yamana披露函第3.1(V)(I)节所述或本协议或安排计划预期的情况外，本协议和3的签署、交付和履行。1-14安排的完成不会导致(A)任何款项(包括奖金、黄金降落伞、退休、遣散费、失业补偿或其他福利)到期或应付给Yamana的任何董事、高级职员或雇员，或导致董事在终止或辞职时有权获得此类款项，(B)增加原本应支付给任何Yamana董事、高级职员或雇员的补偿或福利，或(C)导致(1)支付时间加快，(2)资金或(3)根据任何Yamana福利计划可获得的任何福利或权利的归属。(Ii)除《Yamana公开信》第3.1(V)(Ii)节所述外，Yamana、其任何子公司，或据Yamana所知，Yamana的任何实质性合营实体(A)均不是任何Yamana雇员或与任何雇员协会的任何合同的任何集体谈判协议的当事方，或(B)不受任何认证申请或(据Yamana所知，针对不在集体谈判协议范围内的雇员的威胁或明显的工会组织运动)，也不是工会、工会理事会、员工谈判机构或附属谈判代理以认证、临时认证、自愿承认或继承权的方式对Yamana的任何员工拥有谈判权。除Yamana Public文件所披露者外，并无任何劳工罢工、纠纷、工作放缓或停工待决或涉及，或据Yamana所知，Yamana、其任何附属公司或据Yamana所知，Yamana及其任何附属公司或Yamana重大合营公司的任何实体受到威胁，且过去两年内并无发生该等事件。(Iii)Yamana、其任何附属公司或据Yamana所知，其任何实体并无或曾经从事任何不公平劳工行为，且并无不公平劳工行为投诉、申诉或仲裁程序待决，或据Yamana所知，对Yamana、其任何附属公司或Yamana Material JV实体构成威胁。(4)在Yamana、其任何子公司或Yamana Material合资公司开展业务的任何司法管辖区，没有任何工会申请让Yamana、其任何子公司或据Yamana所知的任何Yamana Material合资公司实体根据《劳动关系法》(安大略省)或任何类似立法宣布共同或相关雇主。(V)Yamana、其任何附属公司或据Yamana所知，Yamana实体合营公司的任何实体均不会因不当解雇、推定解雇或与雇用或终止雇用雇员或独立承包商有关的任何其他侵权行为而受到任何现行、待决或据Yamana所知的威胁申索、投诉或法律程序的约束，但有关雇佣及劳工的任何适用法律下的常规福利申索除外，除非尚未或不合理地预期会对Yamana个别或整体产生重大不利影响。3.1-15(Vi)Yamana及其子公司，据Yamana所知，Yamana实质性合资实体自2020年1月1日以来一直遵守所有雇用条款和条件，以及与雇佣和劳工有关的所有适用法律，包括雇佣和劳工标准、职业健康和安全、工人补偿、人权、劳资关系和隐私，目前没有任何悬而未决的、或据Yamana所知，就此处所列任何领域在任何法院、董事会或仲裁庭进行的实质性诉讼，或者没有也不会合理地期望在任何法院、董事会或仲裁庭进行实质性诉讼，单独或总体上，都会对Yamana产生实质性的不利影响。(Vii)已向Gold Fields提供所有Yamana福利计划的真实和完整副本。(W)没有某些变化或事件。自二零二零年一月一日以来：(I)Yamana及其附属公司及据Yamana所知，Yamana Material JV实体仅在正常业务过程中经营各自的业务；(Ii)Yamana并无任何重大不利影响；及(Iii)Yamana及其附属公司并无采取或未能采取任何行动，若在本协议日期后采取任何行动将构成违反第5节。1.(X)诉讼。并无针对或涉及Yamana或其任何附属公司，或据Yamana所知，Yamana合营公司的任何实体或彼等的任何待决财产或资产，或据Yamana所知，并无发生任何事件，而据Yamana所知，并无发生任何可合理预期会导致任何法律程序的事件，而在每种情况下，假若不利决定，将合理地预期会对Yamana产生重大不利影响或会显著阻碍Yamana完成有关安排的能力。(Y)税项。除《Yamana公开信》第3.1(Y)节披露的情况外：(I)Yamana、其子公司以及据Yamana所知，Yamana合资公司的每一个实体已及时、及时地作出或准备了其要求提交或准备的所有重要纳税申报单，并及时、及时地向适当的政府实体提交了其要求提交的所有重要纳税申报单，并且所有该等纳税申报单在所有重要方面都是完整和正确的；(2)Yamana、其子公司和据Yamana所知的Yamana合营实体已支付其应缴和应付的所有税款，包括适用法律要求的本年度的分期付款，而不论是否由适当的政府实体评估，且Yamana已根据Yamana最近公布的财务报表中的IFRS为Yamana、其各子公司以及据Yamana所知的Yamana合营实体在该财务报表所涉期间的任何税项提供了足够的应计项目，不论是否在任何纳税申报表上显示为到期。除非在每一种情况下，没有这样做是不会合理地预期个别或]3.1-16的聚集体，对Yamana有实质性的不利影响。除不合理地预计个别或总体自该公布日期起对Yamana产生重大不利影响外，除在正常业务过程中以外，未在该等报表中反映或以其他方式计提的与税项有关的任何负债均未评估、建议评估、产生或累算；(3)针对Yamana、其子公司以及据Yamana所知，Yamana合营实体已全额支付、在Yamana账簿上应计或最终解决的所有税款不足之处，除非合理地预计任何此类不足之处不会对Yamana产生实质性的不利影响；(4)Yamana、其子公司以及据Yamana所知，Yamana合营实体已适时扣缴法律规定应由其扣缴的与任何雇员、独立承包商、供应商、债权人、股东、非居民或其他第三方有关的任何款项(包括就已支付或贷记或视为支付或贷记给任何人或为任何人的利益支付或贷记的任何款项而应扣缴的税款)，并已及时将法律规定应由适当的政府实体免除的税款或其他金额及时汇给适当的政府实体，除非不这样做不会合理地预期对Yamana产生实质性的不利影响，无论是个别的还是总体的；(V)Yamana、其子公司以及据Yamana所知，Yamana合营实体已及时及时收取法律要求其征收的任何销售税、使用税或转让税，包括但不限于货物和劳务税、统一销售税、省和地区销售税以及州和地方税，并已将法律要求其汇出的金额及时及时汇给适当的政府实体，除非不这样做不会合理地单独或总体产生Yamana实质性的不利影响；(6)Yamana、其子公司或据Yamana所知，Yamana合资公司的任何实体均未与政府实体达成任何协议或延长提交任何实质性纳税申报单或以评税或其他方式缴纳任何实质性税额的时间，且此类实体均未延长或免除与任何实质性税额有关的诉讼时效；(Vii)目前并无任何针对Yamana、其任何附属公司，或据Yamana所知，涉及Yamana合营公司实体的诉讼、调查、审计或申索待决，亦无任何与税务有关的事宜正在与任何政府实体讨论、审计或上诉，除非上述任何事项可合理预期不会个别或合计对Yamana产生重大不利影响；3.1-17(Viii)Yamana及其任何附属公司均未曾收到其无权获得的任何新冠肺炎补贴金额。Yamana及其任何子公司均未递延适用的新冠肺炎相关措施允许的任何工资税义务，这些措施由政府实体颁布、颁布或提供作为行政减免；(Ix)为税法和任何其他相关税收的目的：(A)Yamana是一家“应纳税的加拿大公司”，居住在加拿大，并且不居住在任何其他国家；(B)Yamana的每个子公司以及据Yamana所知的Yamana合营实体是在其成立或继续存在的管辖区(或这种管辖区是一个政治分区的国家)内居住，而不是在任何其他国家居住；(C)据Yamana所知，Yamana及其任何子公司，或据Yamana所知，Yamana合资公司的任何实体(1)没有常设机构，或(2)在任何一种情况下，在其组织所在国家以外的司法管辖区内从事贸易或商业(或在美国以外的任何司法管辖区以类似的非美国标准为准)；(D)在Yamana、其任何子公司或据Yamana所知的Yamana合营公司的任何实体没有提交纳税申报单的司法管辖区内，任何政府实体均未书面声称该实体是或可能须由该司法管辖区缴税；(X)Yamana、其子公司或据Yamana所知，Yamana合营公司的任何实体均不是本守则第7701(A)(30)节所指的“美国人”。据Yamana所知，Yamana、其子公司或Yamana合资公司的任何实体都不是守则第7874(A)(2)(B)节所指的“代理外国公司”，也不被视为美国企业。(Xi)Yamana、其子公司或据Yamana所知，其任何实体均不是守则第957(A)节所指的“受控外国公司”，而不考虑守则第958(B)(4)节的废止；(Xii)Yamana、其子公司或据Yamana所知，均未根据守则第897(I)节作出选择；(Xiii)自2020年1月1日以来，就拟全部或部分受守则第355节管辖的交易而言，Yamana、其附属公司或据Yamana所知，Yamana合资公司的任何实体均不是守则第355节所指的“分销公司”或“受控公司”；3.1-18(Xiv)Yamana、其子公司或据Yamana所知，Yamana合资公司的任何实体都不是关于税收分配或分享的任何协议、谅解或安排的当事方(不包括在正常业务过程中签订的主要主题不是税收的习惯商业协议)；(Xv)Yamana、其任何附属公司或据Yamana所知，Yamana合营公司的任何物业或资产并无留置权(留置权除外)(A)与尚未到期及应付的税项有关，并已在Yamana年度财务报表所包括的最新资产负债表上记录足够准备金，及(B)合理地预期不会个别或合计对Yamana产生重大不利影响；(Xvi)Yamana、其附属公司及据Yamana所知，Yamana合营公司各实体从未，亦从未被视为就税法或任何其他税法而言，与并非以公平市价代价以外的方式(税法所指)进行交易的人士进行任何交易或安排。就Yamana或其任何附属公司或Yamana合营实体与Yamana、其任何附属公司或Yamana合营实体之间的所有交易而言，一方面，与Yamana、其任何附属公司或Yamana合营实体之间并无就税法而言与其保持一定距离交易的任何非居民人士，另一方面，Yamana、其附属公司或据Yamana所知，Yamana合营实体(视属何情况而定)已制作或取得符合税法第247(4)(A)至(C)段规定的记录或文件。Yamana、其子公司以及据Yamana所知，Yamana合资实体在所有方面都遵守了与转让定价有关的所有适用税法，但未能遵守的情况下，不合理地预期不会单独或总体上对Yamana产生实质性不利影响；(Xvii)不存在任何可能导致《税法》第17节、第78节、第79节或第80至80.04节(或任何省份或任何其他司法管辖区的税收立法的任何同等条款)适用于Yamana、其子公司以及据Yamana所知的Yamana合资实体的情况；及(Xviii)(A)Yamana、其附属公司或据Yamana所知，Yamana的任何联营公司均未采取或同意采取任何行动，以阻止该安排符合守则第368(A)节所指的“重组”的资格，及(B)Yamana不知道有任何协议、计划或其他情况会阻止该安排符合守则第368(A)节所指的“重组”的资格。(Z)书籍和记录。据Yamana所知，Yamana及其子公司以及Yamana Material合资公司实体的公司记录和会议纪要目前是根据适用法律保存的，在所有重要方面都是完整和准确的。3.1-19(AA)保险。已生效的保险单指定Yamana(Yamana的子公司)，或据Yamana所知，Yamana及其子公司和Yamana Material JV实体在所有实质性方面均符合有关此类保单的所有要求，被保险人为Yamana及其子公司和Yamana Material JV实体经营的行业企业通常所承保的所有风险。Yamana已在Yamana数据室披露了对Yamana至关重要的所有此类保单的摘要列表(包括与董事和高级管理人员责任政策有关的更多细节)。所有此类保单应保持完全效力和效力(受保险市场条件和产品及行业惯例的影响)，不会因本协议中预期的交易而被取消或终止。据Yamana所知，Yamana、其子公司或Yamana Material合资公司实体均未根据该等保单迅速发出任何通知或提出任何重大索赔。(Bb)非公平交易。除Yamana公开文件所披露者及于日常业务过程中订立之雇佣或补偿协议外，Yamana、其任何附属公司之董事、高级职员、雇员或代理人，或Yamana或其任何附属公司5%或以上股份之纪录持有人或实益拥有人，或任何有关高级职员、董事或实益拥有人之联系人士或联营公司，概无与Yamana或其任何附属公司订立任何贷款、担保、合约、安排或谅解或其他交易，亦无受益。(Cc)福利计划。(I)每一Yamana福利计划在所有实质性方面均已按照其条款和适用法律并按照其条款、支持该等Yamana福利计划的重要文件的条款以及Yamana及其子公司与该Yamana福利计划的成员或受益人之间的协议条款，另一方面在所有实质性方面以及在每个Yamana福利计划下必须作出的任何贡献而建立、注册、修订、资助、管理和投资，已根据该Yamana福利计划的条款和适用法律及时作出，且与Yamana福利计划有关的所有债务均已适当地应计并反映在Yamana年度财务报表中。根据Yamana福利计划的条款和所有实质方面的法律，所有必须汇给或支付给Yamana福利计划或与之相关的雇主和雇员的付款、缴费和保费都已及时支付或汇出。据Yamana所知，政府实体没有进行任何调查，也没有涉及Yamana福利计划或其资产的未决或威胁的重大索赔(支付福利的例行索赔除外)，也不存在合理预期会引起任何此类调查命令或实质性索赔的事实(支付福利的例行索赔除外)。[3.1-20(Ii)除非不合理地预期会对Yamana产生重大不利影响，否则(A)Yamana关于Yamana福利计划的所有当前义务已经履行，以及(B)根据适用法律或根据Yamana福利计划的条款，Yamana必须支付或支付的所有供款、保费或税款已按照适用法律和该Yamana福利计划的条款及时支付。(Iii)除Yamana披露函件第3.1(Cc)节所披露外，Yamana或其任何附属公司并无退休金或退休收入计划。(4)为Yamana福利计划提供资金的费用在所有实质性方面都反映在Yamana财务报表中。(V)未发生任何与Yamana福利计划有关的事件，使任何人(未经Yamana同意)有权全部或部分结束或终止任何Yamana福利计划。(Vi)据Yamana所知，Yamana、其任何附属公司或Yamana任何主要合营实体并无就任何Yamana福利计划所提供的任何雇员参与、承保范围或福利作出任何修订、公告或更改，以致维持该计划的开支大幅增加至高于最近一个财政年度的开支水平。(Vii)对于任何提供养老金福利、养老金福利或退休储蓄的Yamana福利计划，包括税法中定义的任何“注册养老金计划”，或任何补充养老金计划(包括持续经营的无资金支持的负债、偿付能力缺陷或清盘缺陷，如适用)，不存在无资金支持的负债。(Viii)任何Yamana福利计划下与任何残疾雇员有关的责任或义务，不会合理地预期对Yamana个别或整体产生重大不利影响。(Ix)Yamana福利计划或与之相关的任何保险合同均不要求或允许在Yamana福利计划或与之相关的任何保险合同终止时追溯增加保费或支付。(X)管理由Yamana或其代理人拥有或控制的每一种材料所需的所有材料数据。(Dd)对业务活动的限制。对于Yamana或其任何子公司，或据Yamana所知，任何Yamana Material JV实体已经或可以合理地预期具有禁止、限制或重大损害Yamana、其任何子公司或Yamana 3.1-21 Material JV实体的业务行为的效果，或Yamana、其任何子公司或Yamana 3.1-21 Material JV实体目前进行的(包括在本协议预期的交易之后)的业务开展，除Yamana没有也不会合理预期个别地或总体地对Yamana有实质性的不利影响。(Ee)材料合同。Yamana资料室披露了Yamana材料合同的真实完整副本(Yamana材料合资实体所属实体除外)，据Yamana所知，Yamana材料合资实体参与的Yamana材料合同的真实完整副本已在Yamana数据室披露。Yamana及其附属公司及据Yamana所知Yamana Material JV实体已在各重大方面履行Yamana材料合同项下彼等各自须履行的所有责任，且Yamana或其任何附属公司或据Yamana所知Yamana Material JV实体概无根据其作为订约方或受其约束的任何Yamana材料合同而出现重大违约或违约。据Yamana所知，Yamana的任何其他一方在此类Yamana材料合同下均未发生实质性违约或违约。所有Yamana实质性合同都是合法的、有效的、具有约束力的、完全有效的，并可由Yamana(或Yamana的子公司，视情况而定)根据各自的条款(受破产、破产和其他一般影响债权人权利的适用法律以及衡平法一般原则的约束)强制执行。Yamana尚未收到任何书面通知，或据Yamana所知，Yamana材料合同的任何一方打算取消、终止、或以其他方式修改或不续订其与Yamana或其任何子公司的关系，且据Yamana所知，尚未威胁采取此类行动。(Ff)反腐败。(I)Yamana、其附属公司，或据Yamana所知，Yamana合营实体，或其任何董事、高级职员、雇员、代理人或代表，从未直接或间接代表Yamana、其附属公司或Yamana合营实体，为推动任何该等要约、承诺、协议、付款或授权，直接或间接向任何政府实体的任何官员、其任何政党或官员或任何政治职位候选人提供、承诺、同意、支付、授权、给予或采取任何作为，为下列任何目的：(A)影响该人以公职身分作出的任何行动或决定，包括决定不履行该人的公职以在业务过程中取得或保留利益；(B)诱使该人利用该人对任何政府实体的影响力，影响或影响该政府实体的任何行为或决定，以协助Yamana、其附属公司或Yamana合资公司的其中一个实体为任何人或与任何人取得或保留业务，或以其他方式在业务过程中获取或保留利益；或3.1-22(C)协助Yamana、其一家子公司或Yamana合营公司之一为任何人士获取或保留业务，或通过贿赂、回扣、支付、影响付款、回扣或非法或不当付款，为任何人获取或保留业务，但尚未且合理地预计不会对Yamana个别或整体产生重大不利影响的行为除外。(2)Yamana、其子公司或据Yamana所知，Yamana合营实体或其任何董事、高级职员、雇员、代理人或代表均未采取任何与Yamana、其子公司或Yamana合营实体之一相抵触或禁止的行动，或会导致Yamana、其附属公司或Yamana合营实体之一违反《外国公职人员腐败法》(加拿大)、《1977年外国腐败行为法》(美国)或禁止在其开展业务的任何司法管辖区内进行腐败、贿赂和洗钱的任何类似立法，其一间附属公司或Yamana合营公司之一及任何其他人士均遵守此等法律，但尚未或合理地预期不会对Yamana产生重大不利影响的行为除外。自2020年1月1日以来，Yamana、其子公司以及据Yamana所知，Yamana合资公司的实体保持了适用于其及其各自的董事、高级管理人员、员工、代理人和代表的适当政策和程序，以防止和发现违反禁止腐败、贿赂和洗钱的法律的行为。(Iii)Yamana、其附属公司或据Yamana所知，Yamana合营公司或其任何董事、高级职员、雇员、代理人或代表均未(A)进行或发起任何审查、审计或内部调查，以确定Yamana、其其中一间附属公司或Yamana合营公司实体或其各自的任何董事、高级职员、雇员、代理人或代表是否违反任何禁止贪污、贿赂或洗钱的法律或根据该等法律作出任何不当行为，或(B)自愿、直接或非自愿地向负责执行反贪污、反贿赂和洗钱法律的任何政府实体披露，在每个案件中，对于根据或与不遵守任何此类法律有关的任何指控的作为或不作为，或收到任何人的任何通知、请求或引证，指控不遵守任何此类法律，但尚未或不会合理地预期会单独或总体产生Yamana实质性不利影响的此类行为除外。(4)Yamana、其子公司以及据Yamana所知，Yamana合资公司维持内部控制制度，以确保遵守《外国公职人员腐败法》(加拿大)、1977年《反海外腐败法》(美国)或任何禁止腐败、贿赂和洗钱的类似法律。3.1-23(Gg)制裁。(I)Yamana、其任何附属公司或合资企业，或其各自的任何董事、高级职员或雇员，或据Yamana所知，代表他们行事的任何代理人或人士：(A)是受限制方；或(B)已收到任何关于制裁当局对其提出的任何索赔、诉讼或调查的书面通知，或知悉任何索赔、诉讼、诉讼或调查。(Ii)Yamana、其任何子公司，或据Yamana所知，Yamana或其任何子公司的任何董事、高级管理人员、雇员或代理人都不是以下人员或由下列人员拥有或控制的人：(A)任何制裁对象/目标，或(B)位于、组织或居住在制裁对象的国家或地区(包括克里米亚、古巴、伊朗、朝鲜和叙利亚)。(Iii)Yamana、其附属公司及其各自的董事、高级职员及雇员，以及据Yamana所知，Yamana及其附属公司的代理人在所有重大方面均遵守所有适用的制裁。Yamana及其子公司制定并维持了旨在确保遵守适用制裁的政策和程序。(Iv)Yamana代表并承诺，在过去三年，Yamana或其任何附属公司，或据Yamana所知，Yamana的任何董事、高级管理人员、雇员或代理人从未或现在明知地从事或将从事与受限制人士或违反制裁的任何交易或交易。(Hh)土著权利要求。Yamana、其附属公司或据Yamana所知，Yamana Material JV实体概无收到任何与Yamana不动产权益或Yamana矿业权或其各自的营运及业务有关的土著索偿的书面通知，但不会个别或整体对Yamana造成重大不利影响的土著索偿除外。没有与任何土著集团就土著集团与Yamana、其子公司或Yamana Material合资实体之间的影响利益或其他实质性协议进行正在进行或尚未完成的谈判。(Ii)社区团体。据Yamana所知：(I)Yamana Material Properties附近的任何社区的授权法律代表均未向Yamana或其任何子公司发出书面要求，要求(A)获得该社区的同意作为继续经营任何该等财产的条件，或(B)大幅增加Yamana或其任何附属公司根据任何社区发展或社会框架或类似协议应支付的赔偿金，作为继续经营该等财产的条件。]3.1-24(Ii)除Yamana披露函件第3.1(Ii)节所披露外，社区团体与Yamana、其附属公司及据Yamana所知的Yamana实质合营实体之间并无任何争议或受到书面威胁，除非该等争议个别或整体不会对Yamana产生重大不利影响。(Jj)经纪；开支。除了根据各自与Yamana的聘书(已向Gold Fields提供真实而完整的副本)向Canaccel Genuity Corp.、Stifel Nicolaus Canada Inc.和Scotia Capital Inc.支付的费用外，Yamana、其任何子公司及其各自的任何高级管理人员、董事或员工均未雇用任何经纪人、发现者、投资银行家、财务顾问或其他人员，或就与本协议预期进行的交易有关的任何经纪费用、佣金、发现者费用、财务咨询费或其他类似费用承担任何责任。(KK)公平意见。截至本文发布之日：(I)Yamana董事会的财务顾问Cancord Genuity Corp.和Scotia Capital Inc.均已向Yamana董事会提交了Yamana公平性意见，大意是，截至该意见发表之日，在符合其中规定的假设和限制的情况下，Yamana股东根据该安排收到的对价从财务角度来看对Yamana股东是公平的；以及(Ii)Yamana已获得Canaccel Genity公司的授权。和Scotia Capital Inc.允许将Yamana公平意见及其提法纳入Yamana通告，但须经其审查和批准。(Ll)文化事业。Yamana并不是加拿大投资法所指的“文化企业”。(Mm)没有“附带利益”。据Yamana所知，Yamana的关联方(MI 61-101所指)及其相联实体概无实益拥有或控制或指挥1%或以上的已发行Yamana股份，但不会因本协议拟进行的交易而获得“附带利益”(按该文书的涵义)的关联方除外。(NN)高铁法案。Yamana及其子公司不持有、也不会在协议结束时持有价值超过1.01亿美元的位于美国的资产，Yamana及其子公司没有在美国或向美国产生销售，在Yamana最近的财政年度，销售总额超过1.01亿美元。附表4.1本附表中定义的术语，大写的术语具有本附表所附的《安排协议》赋予该术语的含义，下列术语具有下列含义：“金田年度财务报表”指截至2020年12月31日和2021年12月31日止的每个会计年度的经审计的金田综合财务报表(包括附注和审计师报告)，该报表包含在2022年3月31日提交给美国证券交易委员会的金田年度报告20-F表中；“黄金矿场资产负债表”具有本附表4.1第(N)节赋予它的含义；“金矿场合资实体”是指金矿场或其任何子公司直接拥有20%或以上股份或股权的任何公司或实体，并且在其他方面不是子公司(为更明确起见，包括金矿场材料合资实体)；“金矿场材料合资实体”指在金矿场披露函件4.1(D)(Ii)节中列为金矿场材料合资实体的实体；“金矿材料特性”具有第4节中赋予它的含义。1(S)(I)；“金田材料子公司”是指在金田披露函4.1(D)(Ii)节中被列为金田材料子公司的实体；“金田矿业权”具有本附表4.1(P)(Ii)节赋予它的含义；“金田不动产权益”具有附表4.1(P)(I)节赋予它的含义；“金田股东批准”是指金田股东在金田会议上批准金田决议；“受限制方”是指：(1)列名在任何制裁名单上的人，或(直接或间接)由列名的人或代表列名的人行事的人；(2)位于作为制裁目标的国家或地区的人或根据其法律成立的人，或由其拥有或(直接或间接)控制的人，或代表其行事的人；或(3)以其他方式成为制裁目标的人；“制裁”系指由下列机构实施、颁布或执行的经济制裁法律、法规、禁运或限制性措施：(1)美国政府；(2)联合国；(3)欧洲联盟；(4)联合王国；(5)加拿大或(6)上述任何国家各自的政府机构和机构，包括1-2但不限于，美国财政部外国资产管制办公室(“OFAC”)、美国国务院、加拿大全球事务部(“GAC”)和英国财政部(“HMT”)或任何其他相关制裁机构(统称“制裁机构”)；“制裁清单”是指OFAC维护的“特别指定国民和受阻人员”清单、加拿大自治综合制裁清单、金融制裁目标综合清单和HMT维护的投资禁令清单，或由任何制裁当局维护的或由任何制裁当局公开宣布的制裁指定的任何类似清单；“S-K 1300”是指美国S-K条例第1300条。证券法。金矿的陈述和保证(A)组织和资格。Gold Fields及各Gold Fields材料附属公司及据Gold Fields所知，Gold Fields材料合营公司是根据其注册成立、延续或设立司法管辖区的所有适用法律正式注册成立及有效存在的公司或实体，并拥有所有公司权力及能力拥有其现时拥有及经营的资产及经营其业务。金田、各金田材料附属公司及据金田所知，各金田材料合营公司实体均合资格经营业务，且于其资产及物业(不论其拥有、租赁、特许或以其他方式持有)所在的每个司法管辖区均具良好信誉，或其活动性质令该等资格成为必需，但如未能如此注册或信誉良好不会对Gold Fields个别或整体造成重大不利影响，则属例外。金矿场资料室已披露真实完整的金矿场恒常文件副本，并无采取任何行动以修订或取代该等金矿场恒常文件。(B)与本协定有关的权力。Gold Fields拥有订立本协议及本协议项下将由其订立的协议及其他文件所需的公司权力及授权，并在取得Gold Fields股东批准后，履行其在本协议及本协议项下的责任。本协议、安排及协议及其他文件的签署及交付及履行，以及根据本协议订立的安排及协议及其他文件，以及由Gold Fields完成根据本协议及根据本协议拟进行的交易，均已获Gold Fields董事会正式授权，而除非获得Gold Fields董事会批准及Gold Field股东批准，否则无需就授权本协议及本协议项下将订立的协议及其他文件或完成安排而进行其他公司诉讼。本协议已由Gold Fields正式签署和交付，构成了一项有效且具有约束力的Gold Fields义务，可由Yamana根据其条款对Gold Fields强制执行，但其执行可能受到破产、资不抵债和其他影响债权人权利执行的适用法律的限制，并受只有在具有管辖权的法院的酌情决定权下才能授予衡平法救济的限制。4.1-3(C)没有冲突；要求备案和同意。Gold Fields签署和交付本协议，履行本协议项下的义务，完成本协议项下的安排和其他交易，不会也不会(或不会因发出通知、时间流逝或两者兼而有之，或发生任何其他事件或条件)：(I)违反、冲突或导致违反或违约：(A)金田或其任何子公司或据金田所知，任何金田材料合资实体的章程、章程或其他恒定文件或合伙协议的任何规定；(B)任何黄金矿场材料合约或授权，而金矿场或其任何附属公司，或据金矿场所知，任何金矿场材料合营实体是其中一方，或对金矿场或其任何附属公司具有约束力，但如个别或整体不会对金矿场有重大不利影响，则属例外；或(C)金田或其任何附属公司或据金田所知任何金田材料合营实体受其约束的任何法律，或金田或其任何附属公司或据金田所知任何金田材料合营实体受其约束的任何法律，但须视乎收到监管批准而定，并除非个别或整体不会对金田产生重大不利影响；(Ii)产生任何终止权利，允许任何人士行使任何权利，或导致或允许终止、取消、加速或以其他方式更改Gold Fields根据Gold Fields或其任何附属公司或据Gold Fields所知任何Gold Fields材料合营实体为一方的任何Gold Fields材料合同或授权下有权享有的任何权利或义务，或丧失任何利益，除非个别或整体不会对Gold Fields产生重大不利影响；或(Iii)产生任何优先购买权或首次要约权利、触发任何控制权变更条款或任何限制或限制、或要求任何人士同意或采取任何其他行动，或导致对Gold Fields的任何资产或Gold Fields的任何附属公司或(据Gold Fields所知)任何Gold Fields材料合营实体的资产施加任何留置权，除非不会对Gold Fields的任何个别或整体造成重大不利影响。除监管批准、JSE和NYSE的适用规则和政策、临时命令和最终命令所要求的此类备案和批准外，Gold Field或其任何子公司或Gold Field不需要授权或就任何政府实体或与之有关的其他行动，或向任何政府实体提交、记录、登记或发布或通知[4.1-4为Gold Fields履行与本协议项下的安排相关的义务或完成该安排而批准或提交的材料合营实体，但未能单独或整体获得或提交该等授权和文件不会对Gold Fields产生重大不利影响的情况除外。(D)附属公司。(I)Gold Fields除Gold Fields材料附属公司外并无其他重大附属公司。(Ii)除黄金场披露函件第4.1(D)(Ii)节所载者外，黄金场直接或间接为以下各项的登记及实益拥有人：(A)就每一家金田材料附属公司及其所有已发行及未偿还证券而言，及(B)就每一家金田材料合营公司实体而言，在每一情况下均无任何留置权及无任何留置权(准许留置权除外)的金田公开文件所载的所有权百分比，以及金田材料附属公司及据金场所知的所有已发行及未偿还证券，黄金田材料合营公司实体已获正式及有效授权及发行，并已获悉数支付，如该等实体为公司，则无须评估。金田材料附属公司或金田材料合营公司并无违反任何法律或优先认购权或类似权利而发行证券。概无未偿还期权、权利、权利、谅解或承诺(或有或有)，涉及收购任何Gold Fields材料附属公司的任何证券或其他所有权权益的权利，或据Gold Fields、Gold Fields材料合营公司所知。(E)遵守法律和条件文件。(I)金田及其附属公司及据金田所知，金田合营实体自2020年1月1日起一直在严格遵守各司法管辖区的所有法律，而该等法律过去及现在均适用于金田、其任何附属公司及任何金田合营实体的经营，而金田或其任何附属公司或据金田所知，任何金田合营实体均未收到任何有关任何涉嫌违反任何该等法律的通知。除尚未或不会合理预期个别或合计对Gold Fields造成重大不利影响的不遵守或违规行为外。(Ii)Gold Fields或其任何附属公司或Gold Fields合营公司并无根据或违反其章程或细则或同等组织文件而与其冲突、失责或违约，除非该等违规或失责行为个别或整体不会对Gold Fields造成重大不利影响。(F)授权。黄金场及其附属公司及据黄金场所知，黄金场合营实体已取得所有必要的重大授权4.1-5，以拥有、营运及使用黄金场、其附属公司及黄金场合营实体的资产，或在其他情况下按照所有适用法律经营黄金场、其附属公司及金矿场合营实体的业务及营运，除非未能取得任何该等授权不会对黄金场产生个别或整体的重大不利影响。此类授权完全有效，并根据其条款发挥作用。金田及其附属公司及据金田所知，金田合营实体已完全遵守及遵守所有此等授权。目前并无任何有关任何该等授权的行动、调查或法律程序待决，或据Gold Fields所知，该等授权若成功，将对Gold Fields个别或整体产生重大不利影响。金田或其任何附属公司，或据金田所知，任何金田合营实体或其各自的任何主管或董事均未收到任何书面或口头通知，表示撤销或不续期或对任何该等授权作出重大修订，或任何人有意撤销或拒绝续期或对任何该等授权作出重大修订，但就个别或整体而言不会对金田造成重大不利影响的撤销、不续期或修订，以及对金田及其附属公司及就金田所知的所有授权除外。金田合营实体将继续有效运作，以便金田、其附属公司及金田合营实体能继续按目前的方式经营其各自的业务。据Gold Fields所知，除Gold Fields或其全资附属公司外，概无其他人士于Gold Fields或其全资附属公司的任何授权中拥有或拥有任何专有、财务或其他权益(直接或间接)。(G)大写。(I)Gold Fields的法定股本由2,000,000,000股Gold Fields股份组成。于本协议日期，共有：(A)891,377,583股有效发行及发行之黄金场股份，以及(B)(1)2,647,041股黄金场履约股份及(2)90,013股黄金场配售股份。所有Gold Fields股份已予发行，而所有可于归属或行使根据其条款购买Gold Fields股份的购股权时可发行的Gold Fields股份已获正式授权，并将于发行时作为Gold Fields的缴足股款及不可评税股份有效发行，且不受或将不会(视乎适用而定)受任何优先购买权约束或以违反优先购买权的方式发行。除本节(G)(I)所述购买金田股份的期权外，于本协议日期，并无已发行、未偿还或经授权的期权、认股权证、转换特权、催缴或优先、赎回、回购、股票增值或其他权利、股东权利计划、协议、安排、承诺或义务，以发行或出售金田、其任何附属公司或任何金田合营实体的任何股份。3.其任何附属公司或任何金田合营公司实体的合伙权益或其他股权，或可转换、可交换或带有收购或认购金田或股份股本中任何股份的权利或义务的任何种类的证券或义务。1-6其任何附属公司或任何Gold Fields合营实体的合伙权益或其他股权，或其价值以Gold Fields或其任何附属公司或任何Gold Fields合营实体的证券价值为基础的合伙权益或其他股权，且除Gold Fields二零一二年股份计划外，Gold Fields概无维持以股权或证券为基础的补偿安排。(Ii)所有未发行的黄金矿场证券的发行均符合所有适用法律及适用于该等证券的任何优先认购权或类似权利。(Iii)概无任何已发行、未偿还或获授权的债券、债权证或其他有关Gold Fields、其附属公司或Gold Fields重大合营公司实体负债的证据，或任何其他任何类型的未偿还协议、安排、文书或承诺，直接或间接给予任何人士就任何事项与Gold Fields股东投票(或就有权投票的证券可兑换或可行使)的权利。(Iv)将于生效时间发行的代价股份将由Gold Fields正式授权及有效发行，作为Gold Field的缴足股款及非应评税股份，且无任何留置权。(H)股东协议和类似协议。Gold Fields或其任何附属公司，或据Gold Fields所知，任何Gold Fields材料合营公司实体概无参与任何股东、汇集、投票权信托或其他类似协议或安排，而该等协议或安排与Gold Fields、其任何附属公司或任何Gold Fields材料合营公司的股本中已发行及已发行股份有关，或据此任何人士可就Gold Fields、其任何附属公司或Gold Fields材料合营公司的任何现有或过往股权拥有任何权利或申索，且Gold Fields并无采纳股东权利计划或任何其他类似计划或协议。(I)证券交易所的合规。金田证券并无退市、暂停或停止买卖任何证券的命令。Gold Fields的股票在日本证券交易所上市交易，Gold Fields的美国存托凭证在纽约证券交易所上市。Gold Fields股份及Gold Fields美国存托凭证并无于日本证券交易所及纽约证券交易所以外的任何交易所上市，且Gold Fields在所有重大方面均符合日本证券交易所及纽约证券交易所适用的上市规则及规定。(J)美国证券法很重要。(I)Gold Fields股票和Gold Fields美国存托凭证是根据美国交易所法案第12(B)条注册的，并且Gold Fields实质上遵守了其根据美国证券交易法第13条的报告义务。《美国交易法》。(Ii)除Gold Fields股份及Gold Fields美国存托凭证外，Gold Fields并无任何类别的权益证券在美国注册。目前，根据美国交易所法案第15(D)条，Gold Fields也不受任何报告义务的约束。4.1-7(Iii)Gold Fields不是根据修订后的《1940年美国投资公司法》注册或要求注册的投资公司。(K)南非证券法很重要。Gold Fields的股票获准在联交所主板上市和交易。(L)报告。自2020年1月1日起，根据美国证券法，但未能单独或整体提交文件不会对Gold Fields产生实质性不利影响的文件除外。当时提交的Gold Fields公共文件(I)不包含任何重大失实陈述，(Ii)没有包含对重大事实的任何不真实陈述，或根据作出这些陈述的情况，没有遗漏陈述必须陈述或作出陈述所必需的重大事实，且(Iii)在所有重大方面均符合适用的美国证券法的要求。根据美国证券法，对黄金矿场公共文件的任何修订都已及时提交。Gold Fields没有向任何政府实体提交任何保密的材料变更报告，该报告在本报告发布之日仍属机密，也没有根据美国政府的规定提交任何其他保密文件。美国证券法或任何政府实体。(M)财务报表。(I)在生效日期之前，黄金领域就任何后续期间公开发布的所有黄金领域财务报表(包括其任何附注)一直是按照国际财务报告准则编制的，并且将按照与以前期间一致的基础上应用的国际财务报告准则编制(除非国际财务报告准则已经改变，新的会计准则在随后的期间生效)和所有适用的法律，并在所有重要方面公平地列报资产、负债(无论是应计、绝对、或有)，金田及其附属公司于各自日期的综合财务状况及经营业绩，以及各自所涵盖期间的经营业绩及现金流量。(Ii)黄金矿场管理层已建立并维持一套披露控制及程序制度，包括“披露控制及程序”(定义见美国交易所法案第13a-15(E)及15d-15(E)条)，旨在提供合理保证，确保黄金矿场根据适用法律提交或提交的年度文件、中期文件或其他报告所需披露的资料，在该等政府实体实施的法律所规定的时间内予以记录、处理、总结及报告。此类披露控制和程序包括控制和程序，旨在确保根据政府实体实施的适用法律提交或提交的年度文件、临时文件或其他证券文件中要求金田披露的信息被累积并传达给金田的管理层，包括其首席执行官和首席财务官]4.1-8(或履行类似职能的人员)，以便就所需披露及时做出决定。(Iii)Gold Fields维持对财务报告的内部控制，包括“财务报告内部控制”(如美国规则13a-15(F)和15d-15(F)所界定)。《交易所法案》)。这种对财务报告的内部控制有效地为财务报告的可靠性和根据《国际财务报告准则》为外部目的编制财务报表提供了合理的保证，包括以下政策和程序：(A)关于保存合理详细、准确和公平地反映金田及其子公司资产的交易和处置的记录；(B)提供合理保证，即交易被记录为必要的，以便根据国际财务报告准则编制财务报表；以及金田及其子公司的收入和支出只有在获得金田及其子公司管理层和董事的授权后才能进行。及(C)就防止或及时发现可能对其财务报表产生重大影响的未经授权收购、使用或出售Gold Fields或其附属公司的资产提供合理保证。据Gold Fields所知，于本协议日期，(X)在设计及实施或维持有关Gold Field财务报告的内部控制方面并无重大弱点，以致合理地可能对Gold Fields记录、处理、汇总及报告财务资料的能力造成不利影响；及(Y)并无任何欺诈行为，不论是否重大，涉及管理层或其他雇员在对Gold Field财务报告的内部控制方面担当重大角色。(Iv)Gold Fields或其任何附属公司与未合并实体或其他人士并无表外交易、安排、债务(包括或有债务)或其他关系，而该等交易、安排、债务(包括或有债务)或其他关系并未在Gold Fields财务报表中反映。(V)Gold Fields及其各附属公司及据Gold Fields所知，各Gold Fields材料合营实体的财务账簿、纪录及账目：(A)在所有重大方面均已根据国际财务报告准则保存；及(B)在所有重大方面准确及公平地反映Gold Fields的财务报表基准。(Vi)金田、其任何附属公司或上述任何公司的任何董事、高级管理人员、雇员、核数师、会计师或代表均未收到或以其他方式知悉任何关于金田或其任何附属公司或其各自的内部会计控制的会计或审计惯例、程序、方法或方法的书面或口头的重大投诉、指称、断言或索赔，包括任何有关金田或其任何附属公司从事有问题的会计或审计实务的重大投诉、指称、断言或声称，这一问题尚未得到令金矿董事会审计委员会满意的解决。4.1-9(N)未披露的负债。金田及其任何附属公司或据金田所知，任何金田材料合营实体概无任何性质的重大负债或责任，不论是否应计、或有、绝对、已厘定、可厘定或其他，但(I)于经审核简明综合资产负债表(“金田资产负债表”)于二零二一年十二月三十一日列报或于其附注中披露的负债及义务除外，(Ii)自金田资产负债表日期以来在正常业务过程中产生并符合以往惯例的支出；及(Iii)因执行本协议而产生的支出。(O)遵守萨班斯-奥克斯利法案。Gold Fields的每名首席执行官和首席财务官(或每名前首席执行官和每名前首席财务官，视情况而定)均已获得美国法规第13a-14或15d-14条所要求的所有认证。交易所法案及萨班斯-奥克斯利法案第302及906条有关金田年度财务报表及该等证书所载陈述于该等金田年度财务报表所载日期在各重大方面均属真实及准确。就本协议而言，“首席执行官”和“首席财务官”应具有萨班斯-奥克斯利法案赋予这些术语的含义。Gold Fields及其任何子公司均未完成(也未安排或修改自《萨班斯-奥克斯利法案》颁布以来)向董事或高管(定义见美国《萨班斯-奥克斯利法案》第3b-7条)提供的任何(《萨班斯-奥克斯利法案》第402条所指的)“信贷扩展”。交易所法案)或其任何附属公司。Gold Fields实质上遵守萨班斯-奥克斯利法案的所有适用条款和纽约证券交易所适用的上市规则。(P)标题。Gold Fields、其附属公司及据Gold Fields所知，Gold Fields合营实体：(I)对其不动产权益拥有良好及足够的所有权，包括不动产的简单不动产、租赁、地役权、通行权、土地拥有人或当局的许可证或许可证，以准许Gold Fields、其附属公司或Gold Fields合营实体(视何者适用而定)使用土地，以准许Gold Fields目前拥有及在所有重大方面经营业务(统称“Gold Fields Real Property Interest”)；及(Ii)于其物业上持有矿产特许权、申索权、租赁权、许可证、许可证、访问权及勘探、开发、开采、生产、加工或精炼矿物、精矿或矿石作开发用途所需的其他权利及权益(统称为“金矿矿业权”)，不享有任何留置权(准许留置权除外)。(Q)租约和协议没有违约。(I)概无金田、其任何附属公司或据金田所知，任何金田合营实体并无收到任何有关黄金田、其任何附属公司或任何金田合营实体作为立约方或约束或约束金田或任何该等资产的任何租赁及其他业权及营运文件或任何其他协议或文书项下的任何违约通知，除非该等违约尚未或不会个别或整体上合理地预期会发生，对金田有实质性的不利影响。(Ii)(A)金田、其附属公司及据金田所知，金田合营实体在所有情况下均信誉良好，且在任何情况下并无失责，及(B)现时并无任何情况、情况或事项构成或会在任何租约及其他业权及营运文件或任何其他协议及文书下构成或会构成失责，而该等租约及其他业权及营运文件或任何其他与金田不动产权益及金田矿业权有关的协议及文书对其或该等资产具有约束力或规限，以及，据Gold Fields所知，所有该等租约、业权及营运文件及其他协议及文书均信誉良好，并具十足效力及作用，而该等租约、业权及营运文件及其他协议及文书的对手方并无根据该等条款违约，除非该等违约并未或不合理地预期会对Gold Fields个别或整体造成重大不利影响。(R)征收。除金田不动产权益或金田矿业权的规限外，任何政府实体并无承接或动用任何政府实体或其附属公司的物业或资产，或据金田所知的金田材料合营实体，亦未就此发出或展开任何通知或法律程序，而据金田所知，亦无任何意图或建议发出任何有关通知或展开任何有关法律程序，除非合理地预期不会对金田产生重大不利影响。(S)金矿、矿产储量和资源。(I)就S-K 1300而言，金矿的材料特性是金矿的唯一材料特性。(Ii)根据S-K 1300提交的与金矿材料特性有关的每份技术报告摘要在提交时在所有重要方面均符合S-K 1300的要求。(Iii)金矿矿业权的矿产储量和矿产资源在所有重要方面均是按照合理的采矿、工程、地球科学和其他适用的行业标准和做法，以及按照适用法律，包括S-K 1300的要求编制的。除因正常生产活动所致外，金矿的估计矿产资源或矿产储量总额并无较金矿公开文件所载金额大幅减少。关于金矿不动产权益或金矿矿业权的所有重大信息，包括所有钻探结果，3.1-11法律规定必须披露的技术报告和研究，已于本合同之日或之前在金矿公共文件中披露。(T)支付的特许权使用费和租金。所有租金、特许权使用费、最高特许权使用费权益、生产付款、净利润、利息负担、到期应付或可履行的义务(视属何情况而定)，于本协议日期或之前，与Gold Field及其附属公司及据Gold Field所知的Gold Field合营公司的任何直接或间接资产有关或因该等直接或间接资产而支付：(I)已妥为支付；(Ii)已妥为履行；或(Iii)在本协议日期之前作出的拨备，除非该等不付款、不履行或不计提拨备不会合理地预期个别或合计会对Gold Fields产生重大不利影响。(U)没有某些变化或事件。自二零二一年十二月三十一日以来：(I)Gold Fields及其附属公司仅在正常业务过程中经营各自的业务；(Ii)Gold Fields并无任何重大不利影响；及(Iii)Gold Fields及其附属公司并无或未能采取任何行动，若在本协议日期后采取将构成违反第5.2节。(V)诉讼。除第4节所述者外。根据黄金矿场披露函件第1(V)条，概无针对或涉及金矿场或其任何附属公司或(据金矿场所知)任何金矿场合营实体或其任何待决物业或资产提起法律程序，或(据金矿场所知)并无发生任何合理预期会导致任何法律程序的事件，而就各情况而言，倘不利决定，将合理地预期会对金矿场造成重大不利影响，或会阻止、重大阻碍或重大延迟金矿场完成有关安排的能力。(W)环境方面。除黄金矿场公开文件及金矿场披露函件第4.1(W)节所披露者外，且除非尚未或不会合理预期个别或整体对金矿场造成重大不利影响，否则金矿场及其各附属公司的营运在所有重大方面均遵守环境法律。(X)就业问题。除黄金场披露函件第4.1(X)节所述或黄金场公开文件所披露者外，概无任何劳工罢工、纠纷、工作放缓或停工悬而未决或涉及，或据黄金场所知，威胁到黄金场、其任何附属公司或(据金场所知)任何黄金场材料合营实体的任何黄金场材料合营公司，且于过去两年内并无发生该等事件。(Y)Yamana股份的所有权。Gold Fields或其任何附属公司或联营公司，或就本协议拟进行的交易而与其共同或一致行事的任何人士，概不实益拥有或控制或指挥Yamana的任何证券。(Z)税收。除《金矿披露函》第4.1(Z)节披露的情况外：[4.1-12(I)各金田及其附属公司已适时及及时地作出或准备其须作出或准备的所有重要报税表，并已适时及及时地向适当的政府实体提交其须提交的所有重要报税表，而所有该等报税表在各重大方面均属完整及正确；(Ii)各金田及其附属公司已就该等财务报表所涵盖期间尚未缴交的所有税款，包括适用法律规定的当年应缴税款分期付款，不论是否经适当的政府实体及金田根据国际财务报告准则作出评估，就该等财务报表所涵盖的期间提供足够的应计项目，不论是否在任何报税表上显示为应缴，但如个别或合计不合理地预期未能缴付，则不在此限。对金田有实质性的不利影响。除非自该公布日期起合理地预期不会个别或合计对Gold Fields造成重大不利影响，否则除在正常业务过程中外，并无评估、建议评估、招致或累算与未在该等报表中反映或以其他方式计提的税项有关的负债；(Iii)各金田及其附属公司已适时扣缴法律规定须由其预扣的所有税款(包括就其已支付或贷记或视为已支付或贷记给任何人或为任何人的利益而支付或贷记的任何款项而须由其预扣的税款)，并已将法律规定须由其汇出的税项或其他款项适时汇给适当的政府实体，但如未能这样做，则合理地预期不会对金田产生个别或整体的重大不利影响；(Iv)各金田及其附属公司已按法律规定收取的任何销售税、使用税或转让税(包括但不限于商品和服务、协调销售、省和地区销售税以及州和地方税)的所有款项及时收取，并已按法律规定及时向适当的政府实体汇出该法律要求其汇出的款项，但如不这样做，合理地预计不会对金田产生个别或整体的重大不利影响；(V)目前并无任何就任何税项针对Gold Fields或其任何附属公司的重大法律程序、调查、审计或书面申索待决，亦无与任何政府实体讨论、审计或上诉的事宜，但如上述任何事项不会合理地预期会个别或整体对Gold Fields造成重大不利影响，则属例外；(Vi)就一项拟全部或部分受守则第355条规管的交易而言，Gold Fields或其任何附属公司均不是守则第355节所指的“分销公司”或“受控公司”；(Vii)金田或其任何附属公司的任何物业或资产并无任何税项留置权(留置权除外)，但(A)与尚未到期及应付的税项有关，并已在金田年度财务报表所包括的最新资产负债表上记录足够的准备金，及(B)合理地预期不会个别或整体对金田产生重大不利影响；(Viii)就《税法》及任何其他相关税务目的而言，金田及其每一附属公司均居住在其成立或延续的司法管辖区(或该司法管辖区属政治分区的国家)内，而非居住在任何其他国家；及(Ix)(A)金田、其附属公司或据金田所知，其任何联属公司并无或同意采取任何行动以阻止该安排符合守则第368(A)条所指的“重组”的资格，及(B)金田并不知悉有任何协议、计划或其他情况会阻止该安排符合守则第368(A)条所指的“重组”的资格。(Aa)簿册及纪录。Gold Fields及其附属公司的公司记录及会议纪要目前均根据适用法律保存，并在所有重要方面均属完整及准确。(Bb)保险。Gold Fields、其附属公司及据Gold Fields所知，Gold Fields材料合营公司实体已订立合理及审慎的保单，足以承保Gold Fields、其附属公司及Gold Fields材料合营公司经营的行业业务通常所承保的所有风险，而Gold Fields及其附属公司及据Gold Fields所知，Gold Fields材料合营公司实体在所有重大方面均遵守有关该等保单的所有规定。(Cc)非公平交易。除黄金矿场公开文件所披露者及在日常业务过程中订立的雇佣或补偿协议外，董事、其任何附属公司、记录持有人或持有5%或以上金田股份的实益拥有人，或任何有关高级管理人员、董事或实益拥有人的任何贷款、担保、合约、安排或谅解或与金田或其任何附属公司的其他交易的受益人，概无订立或受益于与金田或其任何附属公司的任何贷款、担保、合约、安排或谅解或其他交易。(Dd)对业务活动的限制。对于Gold Fields或其任何附属公司，或据Gold Fields所知，任何Gold Fields材料合营实体已或可合理预期会禁止、限制或重大损害Gold Fields、其任何附属公司或任何Gold Fields合营实体的任何业务常规或其业务进行，概无对Gold Fields或其任何附属公司具有约束力的Gold Fields材料合约或订单。1-14目前(包括根据本协议拟进行的交易)进行的附属公司或任何Gold Fields材料合营实体，但尚未或不会合理地预期个别或整体会对Gold Fields材料产生不利影响的Gold Fields材料合同或订单除外。(Ee)材料合同。金矿材料合同的真实和完整副本已在金矿数据室披露，或作为金矿公共文件的一部分披露。Gold Fields及其附属公司已在所有重大方面履行其根据Gold Fields材料合同须履行的所有各自责任，且其任何附属公司概无根据其作为订约方或受其约束的任何Gold Fields材料合同而重大违约或失责。据Gold Fields所知，根据任何该等Gold Fields材料合约，任何其他订约方并无重大违约或违约。所有Gold Fields材料合约均合法、有效、具约束力，并具有十足效力及效力，并可由Gold Fields(或Gold Fields的附属公司，视情况而定)根据各自的条款(受破产、无力偿债及其他一般影响债权人权利的适用法律及一般衡平原则所规限)强制执行。Gold Fields并无接获任何书面或据Gold Fields所知的其他通知，指Gold Fields材料合约的任何订约方有意取消、终止或以其他方式修改或不续订其与Gold Fields或其任何附属公司的关系，而据Gold Fields所知，并无威胁采取该等行动。(Ff)反腐败。(I)金田、其附属公司或据金田所知，金田合营实体或其任何董事、高级职员、雇员、代理人或代表，并无直接或间接代表金田、其附属公司或金田合营实体，为促进任何该等要约、承诺、协议、付款或授权而提供、承诺、同意、支付、授权、给予或采取任何作为，直接或间接向政府实体的任何官员、其任何政党或官员或任何政治职位候选人提供任何有价值的东西，为下列任何目的：(A)影响该人以公职身分作出的任何行动或决定，包括决定不履行该人的公职以在业务过程中取得或保留利益；(B)诱使该人利用该人对任何政府实体的影响力，以影响或影响该政府实体的任何作为或决定，以协助金田、其其中一间附属公司或其中一间金田合营实体为任何人或与任何人取得或保留业务，或将业务导向任何人，或以其他方式在业务过程中取得或保留利益；或(C)协助Gold Fields、其其中一间附属公司或Gold Fields合营实体之一为任何人士取得或保留业务，或透过贿赂、回扣、支付、影响付款、回扣或非法或不当付款等方式，为任何人士取得或保留业务，除非该等行为尚未或不会对Gold Fields个别或整体造成重大不利影响。(Ii)金田、其附属公司、据金田所知，金田合营实体或其任何董事、高级人员、雇员、代理人或代表均没有采取任何与金田、其附属公司或金田合营实体的任何行动不一致或受其禁止，或会导致金田、其附属公司或金田合营实体违反《1977年反海外腐败法》(美国)或任何禁止在其开展业务的任何司法管辖区内的贪污、贿赂及清洗黑钱的类似法例，以及金田之间的所有合约及安排，其一间附属公司或其中一间Gold Fields合营公司及任何其他人士均遵守该等法律，惟该等行动尚未或合理地预期不会个别或整体对Gold Fields造成重大不利影响。自二零二零年一月一日起，Gold Fields、其附属公司及据Gold Fields所知，Gold Fields合营实体维持适用于其及其各自董事、高级职员、雇员、代理人及代表的政策及程序，以防止及发现违反禁止贪污、贿赂及清洗黑钱的法律的行为。(Iii)金田、其附属公司、据金田所知，金田合营实体或其任何董事、高级职员、雇员、代理人或代表均未(A)进行或发起任何审查、审计或内部调查，以确定或已断定金田、其其中一间附属公司或金田合营实体或其各自的任何董事、高级职员、雇员、代理人或代表是否违反任何禁止贪污、贿赂或清洗黑钱的法律，或在该等法律下有任何不当行为，或(B)自愿、直接或非自愿地向任何负责执行反贪污的政府实体披露，反贿赂和洗钱法，在每一种情况下，关于根据或与不遵守任何此类法律而引起的或与之有关的任何被指控的作为或不作为，或收到任何人的任何通知、请求或引证，指控不遵守任何此类法律，但没有也不会合理地预期该等行为单独或总体会产生重大不利影响的行为除外。(4)Gold Fields及其子公司，以及据Gold Fields所知，Gold Fields合资实体维持内部控制制度，以确保遵守1977年《反海外腐败法》(美国)或任何禁止腐败、贿赂和洗钱的类似法律。]4.1-16(Gg)制裁。(I)Gold Fields或其任何附属公司或合营企业，或其各自的任何董事、高级职员或雇员，或据Gold Fields所知，代表其行事的任何代理人或人士：(A)是受限制一方；或(B)已收到或知悉任何制裁当局就制裁而向其提出的任何申索、诉讼、诉讼、法律程序或调查。(Ii)Gold Fields、其任何附属公司，或据Gold Fields所知，Gold Fields或其任何附属公司的任何董事、高级管理人员、雇员或代理人，均不是以下人士或由下列人士拥有或控制的人士：(A)任何制裁对象/目标，或(B)位于、组织或居住于制裁对象的国家或地区(包括克里米亚、古巴、伊朗、朝鲜及叙利亚)。(Iii)Gold Fields代表及承诺于过去三年内，Gold Fields或其任何附属公司，或据Gold Fields所知，其任何董事、高级管理人员、雇员或代理人并无知情地或现时明知而从事或将会从事与受限制人士或违反制裁的任何交易或交易。(Hh)经纪；开支。除已向Yamana提供真实及完整副本的Gold Fields与美国银行证券的合约函件所规定须支付予美国银行证券的费用外，概无Gold Fields、其任何附属公司、Gold Fields合营实体或其各自的高级管理人员、董事或雇员聘用任何经纪、发现者、投资银行家、财务顾问或其他人士，或就与本协议预期进行的交易有关的任何经纪费用、佣金、发现者费用、财务顾问费或其他类似费用承担任何责任。(Ii)自由流通股份。根据该安排将发行的对价股份应根据加拿大证券法、美国联邦证券法以及有权获得该等股份的持有人所在的每个美国州的州证券登记或符合分配资格，或豁免或不受任何登记或分配资格要求的约束。根据美国证券法，此类证券不应属于规则144所指的“受限证券”，也不受加拿大证券管理机构的“国家文书45-102--证券转售”规定的任何“持有期”转售限制。(Jj)《加拿大投资法》。Gold Fields是《加拿大投资法》所指的WTO投资者，而不是《加拿大投资法》所指的国有企业。[Breach of Representations, Warranties or Covenants by Yamana], but only if, in these termination events, (x) prior to such termination, a bona fide Yamana Acquisition Proposal shall have been made and publicly announced by any Person (other than Gold Fields and its affiliates) and such Yamana Acquisition Proposal is not withdrawn at least five Business Days prior to the date of the Yamana Meeting and (y) within 12 months following the date of such termination, (A) Yamana or one or more of its Subsidiaries enters into a Contract (other than a 68 confidentiality agreement) in respect of a Yamana Acquisition Proposal (whether or not such Yamana Acquisition Proposal is the same Yamana Acquisition Proposal referred to in clause (x) above) and such Yamana Acquisition Proposal is later consummated (whether or not within 12 months after such termination) or (B) a Yamana Acquisition Proposal shall have been consummated (whether or not such Yamana Acquisition Proposal is the same Yamana Acquisition Proposal referred to in clause (x) above), provided that for purposes of this Section 7.3(b)(iv), the term “Yamana Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that a reference to “20 per cent” therein shall be deemed to be a reference to “50 per cent”. If a Yamana Termination Fee Event occurs, Yamana shall pay the Yamana Termination Fee to Gold Fields, by wire transfer of immediately available funds, as follows: (A) if the Yamana Termination Fee is payable pursuant to Section 7.3(b)(i), the Termination Fee shall be payable within two Business Days following such termination; (B) if the Yamana Termination Fee is payable pursuant to Section 7.3(b)(ii), the Termination Fee shall be payable within two Business Days following such termination; (C) if the Yamana Termination Fee is payable pursuant to Section 7.3(b)(ii), the Termination Fee shall be payable (i) if Yamana terminates this Agreement concurrently with such termination and (ii) if Gold Fields terminates this Agreement, within two Business Days following such termination; or (D) if the Yamana Termination Fee is payable pursuant to Section 7.3(b)(iv), the Termination Fee shall be payable concurrently upon the consummation of the Yamana Acquisition Proposal referred to therein. (c) For the purposes of this Agreement, “Gold Fields Termination Fee Event” means the termination of this Agreement: (i) by Yamana pursuant to Section 7.2(a)(iv)(A) [Gold Fields Change in Recommendation]; (ii) by Yamana pursuant to Section 7.2(a)(iv)(B) [Gold Fields Material Breach of Non-Solicitation Provisions]; (iii) by either Party pursuant to Section 7.2(a)(ii)(D) [Failure to Obtain the Gold Fields Shareholder Approval] following a Gold Fields Change in Recommendation and/or Gold Fields or any of its Subsidiaries accepts, approves, executes or enters into a Permitted Acquisition Agreement; or (iv) by either Party pursuant to Section 7.2(a)(ii)(A) [Effective Time Not Occurring Prior to the Outside Date] or Section 7.2(a)(ii)(D) [Failure to 69 Obtain the Gold Fields Shareholder Approval] or by Yamana pursuant to Section 7.2(a)(iv)(D) [Breach of Representations, Warranties or Covenants by Gold Fields], but only if, in these termination events, (x) prior to such termination, a bona fide Gold Fields Acquisition Proposal shall have been made and publicly announced by any Person (other than Yamana and its affiliates) and such Gold Fields Acquisition Proposal not withdrawn at least five Business Days prior to the date of the Gold Fields Meeting and (y) within 12 months following the date of such termination, (A) Gold Fields or one or more of its Subsidiaries enters into a Contract (other than a confidentiality agreement) in respect of a Gold Fields Acquisition Proposal (whether or not such Gold Fields Acquisition Proposal is the same Gold Fields Acquisition Proposal referred to in clause (x) above) and such Gold Fields Acquisition Proposal is later consummated (whether or not within 12 months after such termination) or (B) a Gold Fields Acquisition Proposal shall have been consummated (whether or not such Gold Fields Acquisition Proposal is the same Gold Fields Acquisition Proposal referred to in clause (x) above), provided that for purposes of this Section 7.3(c)(iv), the term “Gold Fields Acquisition Proposal” shall have the meaning ascribed to such term in Section 1.1 except that a reference to “20 per cent” therein shall be deemed to be a reference to “50 per cent”. If a Gold Fields Termination Fee Event occurs, Gold Fields shall pay the Gold Fields Termination Fee to Yamana, by wire transfer of immediately available funds, as follows: (A) if the Gold Fields Termination Fee is payable pursuant to Section 7.3(c)(i), the Termination Fee shall be payable within two Business Days following such termination; (B) if the Gold Fields Termination Fee is payable pursuant to Section 7.3(c)(ii), the Termination Fee shall be payable within two Business Days following such termination; (C) if the Gold Fields Termination Fee is payable pursuant to Section 7.3(c)(ii), the Termination Fee shall be payable (i) if Gold Fields terminates this Agreement concurrently with such termination and (ii) if Yamana terminates this Agreement, within two Business Days following such termination; or (D) if the Gold Fields Termination Fee is payable pursuant to Section 7.3(c)(iv), the Termination Fee shall be payable concurrently upon the consummation of the Yamana Acquisition Proposal referred to therein. (d) The Parties acknowledge that all of the payment amounts set out in this Section 7.3 are payments of liquidated damages which are a genuine pre-estimate of the damages which the other Party entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon any termination of this

70 Agreement under circumstances where Yamana or Gold Fields is entitled to a Termination Fee and such Termination Fee is paid in full, Yamana or Gold Fields, as the case may be, shall be precluded from any other remedy against the other Party at Law or in equity or otherwise (including, without limitation, an order for specific performance), and shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the other Party or any of its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives in connection with this Agreement or the transactions contemplated hereby, provided that the foregoing limitation shall not apply in the event of fraud or wilful breach of this Agreement by a Party. 7.4 Amendment Subject to the provisions of the Interim Order, the Plan of Arrangement and applicable Laws, this Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Yamana Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of Yamana Shareholders, and any such amendment may without limitation: (a) change the time for performance of any of the obligations or acts of the Parties; (b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto; (c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; and/or (d) waive compliance with or modify any mutual conditions precedent herein contained. 7.5 Waiver Any Party may: (a) extend the time for the performance of any of the obligations or acts of the other Party; (b) waive compliance, except as provided herein, with any of the other Party’s agreements or the fulfilment of any conditions to its own obligations contained herein; or (c) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right. ARTICLE 8 GENERAL PROVISIONS 8.1 Notices All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given and received on the day it is delivered, provided 71 that it is delivered on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if notice is delivered after 5:00 p.m. local time or if such day is not a Business Day then the notice shall be deemed to have been given and received on the next Business Day. Notice shall be sufficiently given if delivered (either in Person or by courier), or if transmitted by email (with confirmation of transmission) to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions): (a) if to Gold Fields: Gold Fields Limited 150 Helen Road Sandown, Sandton South Africa, 2196 Attention: Taryn Leishman, EVP, Group Head of Legal and Compliance Email: [Redacted – Personal Information] with a copy to (which shall not constitute notice): Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6 Attention: Brian Graves and Bradley Freelan Email: bgraves@fasken.com and bfreelan@fasken.com and to: Linklaters LLP One Silk Street London EC2Y 8HQ Attention: Mike Bienenfeld Email: mike.bienenfeld@linklaters.com and to: Webber Wentzel 90 Rivonia Road Sandton, Johannesburg 2196 Attention: Jesse Watson Email: jesse.watson@webberwentzel.com (b) if to Yamana: 72 Yamana Gold Inc. Royal Bank Plaza, North Tower 200 Bay Street, Suite 2200 Toronto, Ontario M5J 2J3 Attention: Sofia Tsakos, SVP, General Counsel and Corporate Secretary Email: [Redacted – Personal Information] with a copy to (which shall not constitute notice): Cassels Brock & Blackwell LLP Suite 2100, Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2 Attention: Mark Bennett and Jamie Litchen Email: mbennett@cassels.com and jlitchen@cassels.com and to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attention: Adam Givertz Email: agivertz@paulweiss.com The Parties hereby irrevocably authorize and appoint the above-noted recipients of notice as their agents for service of any proceedings in relation to any matter arising out of or in connection with this Agreement and service on such service agent, which may be made in the same manner as any notice is to be provided, shall be deemed to be service on the Parties. 8.2 Governing Law This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Ontario and the Laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement and the Arrangement and waives any defences to the maintenance of an action in the Courts of the Province of Ontario. 8.3 Injunctive Relief Subject to Section 7.3(d), the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific 73 performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law. Subject to Section 7.3(d), such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties. 8.4 Time of Essence Time shall be of the essence in this Agreement. 8.5 Entire Agreement, Binding Effect and Assignment This Agreement (including the exhibits and schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements, understandings, negotiations and discussions, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any of the Parties without the prior written consent of the other Party. 8.6 No Personal Liability No director or officer of Gold Fields shall have any personal liability whatsoever to Yamana under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of Gold Fields. No director or officer of Yamana shall have any personal liability whatsoever to Gold Fields under this Agreement, or any other document delivered in connection with the transactions contemplated hereby on behalf of Yamana. 8.7 Severability If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, that provision will be severed from this Agreement and all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible. 8.8 Waiver of Jury Trial Each Party hereto (on behalf of itself and any of its affiliates, directors, officers, employees, agents and representatives) hereby waives, to the fullest extent permitted by applicable Laws, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby or the actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement. Each Party hereto (a) certifies that no representative, agent or attorney of any other Party has represented, expressly or otherwise, that such Party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other Parties hereto

74 have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 8.8. 8.9 Third Party Beneficiaries The provisions of Sections 5.6 and 5.11 are: (i) intended for the benefit of all present and former directors and officers of Yamana and its Subsidiaries, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his or her heirs, executors administrators and other legal representatives (collectively, the “Third Party Beneficiaries”) and Yamana shall hold the rights and benefits of Sections 5.6 and 5.11 in trust for and on behalf of the Third Party Beneficiaries and Yamana hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the Third Party Beneficiaries; and (ii) in addition to, and not in substitution for, any other rights that the Third Party Beneficiaries may have by contract or otherwise. Except as provided in this Section 8.9, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns. 8.10 Counterparts, Execution This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties. [Remainder of page intentionally left blank] IN WITNESS WHEREOF Gold Fields and Yamana have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. GOLD FIELDS LIMITED By: “Chris Griffith” Name: Chris Griffith Title: Chief Executive Officer YAMANA GOLD INC. By: “Peter Marrone” Name: Peter Marrone Title: Executive Chairman SCHEDULE A FORM OF PLAN OF ARRANGEMENT (see attached) PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT IN RESPECT OF YAMANA GOLD INC. AND YAMANA GOLD QUEBEC INC. ARTICLE 1 INTERPRETATION 1.1 Definitions Unless otherwise indicated, whenever used in this Plan of Arrangement, capitalized terms used but not otherwise defined shall have the respective meanings specified in the Arrangement Agreement and the following words and terms have the meanings set out below: “affiliate” has the meaning given to it in National Instrument 45-106 – Prospectus Exemptions under Canadian Securities Laws; “Aggregate Exercise Price” means, collectively, the Yamana Exercise Price and the New Monarch Exercise Price; “Arrangement” means the arrangement of Yamana under Section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Interim Order or Final Order with the consent of Gold Fields and Yamana, each acting reasonably; “Arrangement Agreement” means the arrangement agreement dated May 31, 2022 to which this Plan of Arrangement is attached as Schedule A, including all schedules annexed thereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof; “Arrangement Resolution” means the special resolution of Yamana Shareholders approving the Arrangement which is to be considered at the Yamana Meeting, substantially in the form of Schedule B to the Arrangement Agreement; “Articles of Arrangement” means the articles of arrangement of Yamana to be filed in accordance with the CBCA evidencing the Arrangement; “Authorization” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, by-law, rule or regulation, of, from or required by any Governmental Entity having jurisdiction over the Person;

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in the Province of Ontario, the State of New York, or in South Africa; “Canadian Securities Laws” means the Securities Act, together with all other applicable securities Laws, rules and regulations and published policies thereunder or under the securities laws of any other province or territory of Canada; “CBCA” means the Canada Business Corporations Act; “Certificate of Arrangement” means the certificate giving effect to the Arrangement issued by the Director pursuant to Section 192(7) of the CBCA; “Consideration” means, for each Yamana Share, the number of Consideration Shares equal to the Exchange Ratio; “Consideration Shares” means the Gold Fields Shares and the Gold Fields ADSs to be issued as Consideration pursuant to the Arrangement; “Court” means the Ontario Superior Court of Justice (Commercial List); “Depositary” means any Person that Yamana may appoint to act as depositary for the Yamana Shares in relation to the Arrangement, with the approval of Gold Fields, acting reasonably; “Director” means the Director appointed pursuant to Section 260 of the CBCA; “Dissent Rights” has the meaning set forth in Section 4.1(a); “Dissent Shares” means Yamana Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights; “Dissenting Shareholder” means a registered Yamana Shareholder who has validly exercised a Dissent Right and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of Yamana Shares in respect of which Dissent Rights are validly exercised by such Yamana Shareholder; “Effective Date” means the date upon which the Arrangement becomes effective, as set out in Section 2.12 of the Arrangement Agreement, which will be the date shown in the Certificate of Arrangement; “Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date or such other time as agreed to by Gold Fields and Yamana in writing; “Election Deadline” means 5:00 p.m. (Toronto time) on the Business Day which is three Business Days preceding the Effective Date; “Exchange Ratio” means, for each Yamana Share, 0.600 of a Consideration Share, subject to adjustment pursuant to Section 2.17 of the Arrangement Agreement; “Final Order” means the final order of the Court pursuant to Section 192 of the CBCA, in form and substance acceptable to Gold Fields and Yamana, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of Gold Fields and Yamana, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such affirmation, amendment, modification, supplement or variation is acceptable to Gold Fields and Yamana, each acting reasonably); “Final Proscription Date” has the meaning set forth in Section 5.5(a); “Gold Fields” means Gold Fields Limited, a public company registered in accordance with the laws of South Africa; “Gold Fields ADSs” means the Gold Fields American depositary shares, evidenced by the Gold Fields ADRs, each representing an interest in one Gold Fields Share in accordance with the terms of the Deposit Agreement; “Gold Fields ADRs” means the Gold Fields American depositary receipts evidencing the Gold Fields ADSs; “Gold Fields Excess Shares” has the meaning set forth in Section 3.3(b); “Gold Fields Share Trust” has the meaning set forth in Section 3.3(b); “Gold Fields Shares” means the ordinary shares with no par value in the authorized share capital of Gold Fields; “Gold Fields Subco” means such entity as may be designated by Gold Fields in its sole discretion; “Gold Fields Subco Shares” means common shares without nominal or par value in the capital of Gold Fields Subco; “Governmental Entity” means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, ministry, bureau or agency, domestic or foreign; (b) any stock exchange, including the TSX, NYSE, LSE and JSE; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi- governmental or private body, including any tribunal, commission, regulatory agency or self- regulatory organization, exercising any regulatory, antitrust/competition, foreign investment, expropriation or taxing authority under or for the account of any of the foregoing; “Indenture Warrant” means a warrant consisting of one Yamana Indenture Warrant and one New Monarch Indenture Warrant issued pursuant to the Warrant Indenture; “Interim Order” means the interim order made after the application to the Court pursuant to subsection 192 of the CBCA in form and substance acceptable to Gold Fields and Yamana, each acting reasonably, providing for, among other things, the calling and holding of the Yamana Meeting, as the same may be amended, affirmed, modified, supplemented or varied by the Court with the consent of Gold Fields and Yamana, each acting reasonably; “JSE” means JSE Limited, a public company incorporated under the Laws of South Africa under registration number 2005/022939/06, or the securities exchange operated by the JSE Limited and licensed in terms of the South African Financial Markets Act No. 19 of 2012, as the context may require; “Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other legally binding requirements, whether domestic or foreign, and the terms and conditions of any Authorization of or from any Governmental Entity, and, for greater certainty, includes Canadian Securities Laws, U.S. Securities Laws, South African Securities Laws and UK Securities Laws and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are applicable to such Persons or its business, undertaking, assets, property or securities and emanate from a Persons having jurisdiction over the Person or Persons or its or their business, undertaking, assets, property or securities; “Letter of Transmittal and Election Form” means the Letter of Transmittal and Election Form, in a form reasonably satisfactory to Gold Fields, to be delivered by Yamana to Yamana Shareholders providing for the delivery of the Yamana Shares to the Depositary and for the payment of the Consideration; “Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, statutory or deemed trusts, encumbrances and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing; “LSE” means the London Stock Exchange plc; “New Monarch” means Monarch Mining Corporation, a company existing under the federal laws of Canada; “New Monarch Exercise Price” means C$0.0970, subject to adjustment in accordance with the provisions of the Warrant Indenture; “New Monarch Indenture Warrant” has the meaning set forth in the definition of “Warrant Indenture” herein; “New Monarch Shares” means the common shares in the authorized capital of New Monarch; “NYSE” means The New York Stock Exchange LLC; “Old Monarch” means, prior to the effective time of the Old Monarch Acquisition, Monarch Gold Corporation, a corporation existing under the federal laws of Canada; “Old Monarch Acquisition” means the acquisition by Yamana of all of the common shares of Old Monarch pursuant to a plan of arrangement under the CBCA, which became effective at 12:01 a.m. (Toronto time) on January 21, 2021; “Person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status; “Plan of Arrangement” means this plan of arrangement and any amendments or variations hereto made in accordance with Section 7.4 of the Arrangement Agreement and this plan of arrangement or upon the direction of the Court in the Final Order; “Securities Act” means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder; “South Africa” means the Republic of South Africa; “Tax Act” means the Income Tax Act (Canada); “TSX” means the Toronto Stock Exchange; “UK DTRs” means the disclosure guidance and transparency rules made by the FCA under Section 73A of FSMA; “UK Listing Rules” means the listing rules made by the FCA under Section 73A of FSMA; “UK MAR” means Regulation (EU) No.596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, as applicable in the UK by virtue of Section 3 of the European Union (Withdrawal) Act 2018, as amended from time to time (including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310)); “UK Prospectus Regulation Rules” means the prospectus regulation rules made by the FCA under Section 73A of FSMA; “UK Securities Laws” means the UK Prospectus Regulation Rules, the UK Listing Rules, UK MAR, the UK DTRs, FSMA, the FSA and the Criminal Justice Act 2003 (each as amended from time to time) and all other applicable listing and disclosure requirements to which Yamana is subject by virtue of the listing of the Yamana Shares on the Main Market of the LSE; “United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; “U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time and the rules and regulations of the SEC promulgated thereunder; “U.S. Securities Act” means the U.S. Securities Act of 1933, as amended from time to time and the rules and regulations of the SEC promulgated thereunder; “U.S. Securities Laws” means the U.S. Securities Act, the U.S. Exchange Act and all other applicable U.S. federal securities laws; “Warrant Agent” means Computershare Trust Company of Canada, in its capacity as warrant agent of the Yamana Indenture Warrants and the New Monarch Indenture Warrants, or its successors from time to time;

“Warrant Indenture” means the amended and restated warrant indenture dated January 21, 2021 among Yamana, Yamana Subco, New Monarch and the Warrant Agent, entitling a holder of common share purchase warrants originally issued by Old Monarch under a warrant indenture dated as of September 17, 2020 between Old Monarch and the Warrant Agent, upon the valid exercise of each Indenture Warrant and the payment by the holder thereof to the warrant agent of the Aggregate Exercise Price, to: (a) 0.0376 of a Yamana Share in consideration of the payment of the Yamana Exercise Price (the right of the holder thereto being referred to herein as the “Yamana Indenture Warrant”); and (b) 0.2 of a New Monarch Share in consideration of the payment of the New Monarch Exercise Price (the right of the holder thereto being referred to herein as the “New Monarch Indenture Warrant”); “Yamana” means Yamana Gold Inc., a corporation existing under the federal laws of Canada; “Yamana Board” means the board of directors of Yamana as the same is constituted from time to time; “Yamana Certificated Warrants” means the common share purchase warrants issued by Yamana and represented by warrant certificates, each such warrant entitling the holder thereof, upon the valid exercise thereof and the payment by the holder to Yamana of the applicable Yamana Exercise Price, to purchase from Yamana 0.0376 of a Yamana Share; “Yamana DSU Plan” means Yamana’s deferred share unit plan dated effective April 2, 2008; “Yamana DSUs” means deferred share units issued under the Yamana DSU Plan; “Yamana Equity Award Holders” means the holders of Yamana PSUs, Yamana RSUs and Yamana DSUs; “Yamana Exercise Price” means (a) in the case of the Yamana Indenture Warrants, C$0.3110, subject to adjustment in accordance with the provisions of the Warrant Indenture, and (b) in the case of the Yamana Certificated Warrants, the exercise price set forth in the applicable warrant certificate, being either C$0.2272 or C$0.3110, in each case subject to adjustment in accordance with the provisions of the applicable warrant certificate; “Yamana Indenture Warrant” has the meaning set forth in the definition of “Warrant Indenture” herein; “Yamana Meeting” means the special meeting of Yamana Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution; “Yamana PSU Plan” means Yamana’s performance share unit plan dated effective January 1, 2016; “Yamana PSUs” means performance share units issued under the Yamana PSU Plan; “Yamana RSU Plan” means Yamana’s restricted share unit plan dated effective May 14, 2008; “Yamana RSUs” means the restricted share units issued under the Yamana RSU Plan; “Yamana Securityholders” means Yamana Shareholders, Yamana Equity Award Holders and Yamana Warrantholders; “Yamana Share Incentive Plan” means Yamana’s amended share incentive plan dated December 16, 2010; “Yamana Shareholders” means the holders of Yamana Shares; “Yamana Shares” means the common shares in the authorized share capital of Yamana; “Yamana Subco” means, from and after the effective time of the Old Monarch Acquisition, Yamana Gold Quebec Inc. (formerly Monarch Gold Corporation), a direct wholly-owned subsidiary of Yamana existing under the federal laws of Canada; “Yamana Warrant Consideration” means the amounts payable in respect of the Yamana Certificated Warrants and Yamana Indenture Warrants pursuant to Sections 3.1(a) and 3.1(b), respectively; “Yamana Warrant Letter of Transmittal” means the Yamana Warrant Letter of Transmittal, in a form reasonably satisfactory to Gold Fields, to be delivered by Yamana to holders of Yamana Certificated Warrants and Yamana Indenture Warrants providing for the delivery of the Yamana Certificated Warrants and Yamana Indenture Warrants to the Depositary and for the payment of the Yamana Warrant Consideration; and “Yamana Warrantholders” means the holders of Yamana Certificated Warrants and Yamana Indenture Warrants. Words and phrases used herein that are defined in the Arrangement Agreement and not defined herein shall have the same meaning herein as in the Arrangement Agreement, unless the context otherwise requires. 1.2 Interpretation Not Affected by Headings The division of this Plan of Arrangement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. Unless the contrary intention appears, references in this Plan of Arrangement to an Article, Section, subsection or paragraph by number or letter or both refer to the Article, Section, subsection or paragraph, respectively, bearing that designation in this Plan of Arrangement. 1.3 Number and Gender In this Plan of Arrangement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender shall include all genders. 1.4 Date for any Action If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day. 1.5 Currency Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of the United States of America. As used herein, “US$” refers to United States dollars, and “C$” refers to Canadian dollars. 1.6 Statutes Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise. ARTICLE 2 EFFECT OF ARRANGEMENT 2.1 Arrangement Agreement This Plan of Arrangement is made pursuant to and subject to the provisions of and forms a part of the Arrangement Agreement. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern. 2.2 Binding Effect At the Effective Time, this Plan of Arrangement and the Arrangement shall become effective and be binding upon Gold Fields, Gold Fields Subco, Yamana, Yamana Subco, the Depositary, the Warrant Agent, and all registered and beneficial Yamana Securityholders, including Dissenting Shareholders. ARTICLE 3 ARRANGEMENT 3.1 Arrangement Commencing at the Effective Time, in five minute increments each of the following events shall occur and shall be deemed to occur consecutively in the following order, except where noted, without any further authorization, act or formality: (a) each Yamana Certificated Warrant that is outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, transferred by the holder thereof to Yamana in exchange for a cash payment from Yamana equal to (i) the volume weighted average trading price 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 0.0376, less (ii) the applicable Yamana Exercise Price (and for greater certainty, if such difference is less than or equal to zero, then no amount shall be payable), and each such Yamana Certificated Warrant shall be, and shall be deemed to be, immediately cancelled and (A) the holders of such Yamana Certificated Warrants shall cease to be holders thereof and to have any rights as holders of such Yamana Certificated Warrants, other than the right to receive the consideration to which they are entitled under this Section 3.1(a), (B) such holders’ names shall be removed from the register of Yamana Certificated Warrants maintained by or on behalf of Yamana, and (C) any warrant certificate representing the Yamana Certificated Warrants shall be terminated and shall be of no further force and effect; (b) each Yamana Indenture Warrant that is outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, transferred by the holder thereof to Yamana in exchange for a cash payment from Yamana equal to (i) the volume weighted average trading price 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 0.0376, less (ii) the Yamana Exercise Price thereof (and for greater certainty, if such difference is less than or equal to zero, then no amount shall be payable), and each such Yamana Indenture Warrant shall be, and shall be deemed to be, immediately cancelled and (A) the holders of such Yamana Indenture Warrants shall cease to be holders thereof and to have any rights as holders of such Yamana Indenture Warrants, other than the right to receive the consideration to which they are entitled under this Section 3.1(b), (B) such holders’ names shall be removed from the register of Yamana Indenture Warrants maintained by the Warrant Agent or otherwise on behalf of Yamana, and (C) all provisions of the Warrant Indenture and any warrant certificate representing (in whole or in part) the Yamana Indenture Warrants shall be deemed to be terminated and shall be of no further force and effect to the extent that they provide for rights or obligations in relation to the Yamana Indenture Warrants or Yamana Shares, provided that each New Monarch Indenture Warrant that is outstanding immediately prior to the Effective Time shall remain outstanding in accordance with the provisions of the Warrant Indenture, including any supplemental indenture as may be required by the Warrant Agent in order to give effect to the provisions hereof, and any warrant certificate representing (in whole or in part) the New Monarch Indenture Warrants; (c) each Dissent Share held by a Dissenting Shareholder shall be, and shall be deemed to be, transferred and assigned by the holder thereof (free and clear of all Liens) to Yamana for a debt claim against Yamana (to be settled by Yamana with its own available funds on hand and not funds directly or indirectly provided by Gold Fields, Gold Fields Subco or any affiliate of Gold Fields) for the amount therefor determined under Article 4, and: (i) the name of such Dissenting Shareholder shall be removed from the register of the Yamana Shareholders maintained by or on behalf of Yamana and such Dissent Share shall be cancelled and cease to be outstanding; and (ii) such Dissenting Shareholder shall cease to be the holder of such Dissent Share or to have any rights as a Yamana Shareholder other than the right to be paid the fair value for such Dissent Share as set out in Article 4; (d) each Yamana Share that is outstanding immediately prior to the Effective Time (other than any Yamana Share held by a Dissenting Shareholder and any Yamana Share held by Gold Fields or any of its affiliates) shall be, and shall be deemed to be, transferred and assigned by the holder thereof to Gold Fields Subco (free and

clear of any Liens) in exchange for the Consideration, subject to Sections 3.2 and 5.3, and (i) the registered holder thereof shall cease to be, and shall be deemed to cease to be, the registered holder of each such Yamana Share and the name of such registered holder shall be, and shall be deemed to be, removed from the register of Yamana Shareholders maintained by or on behalf of Yamana; (ii) the registered holder thereof shall be, and shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign each such Yamana Share; and (iii) Gold Fields Subco shall be and shall be deemed to be the holder of all of the outstanding Yamana Shares (free and clear of all Liens) and the register of Yamana Shareholders maintained by or on behalf of Yamana shall be, and shall be deemed to be, revised accordingly; (e) each Yamana RSU (whether vested or unvested) that is outstanding immediately prior to the Effective Time shall vest in accordance with the terms of the Yamana RSU Plan and shall be, and shall be deemed to be, transferred by the holder thereof to Gold Fields Subco in exchange for such number of Gold Fields ADSs as is equal to (i) the number of Yamana Shares subject to the Yamana RSUs immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole number, and each such Yamana RSU shall be immediately cancelled and (iii) the holders of such Yamana RSUs shall cease to be holders thereof and to have any rights as holders of such Yamana RSUs, other than the right to receive the consideration to which they are entitled under this Section 3.1(e), (iv) such holders’ names shall be removed from the register of Yamana RSUs maintained by or on behalf of Yamana, and (v) all agreements relating to the Yamana RSUs shall be terminated and shall be of no further force and effect; (f) each Yamana PSU that is outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, transferred by the holder thereof to Yamana in exchange for a cash payment from Yamana equal to the volume weighted average trading price 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 the applicable Multiplier (as defined in the Yamana PSU Plan), to be determined on the Effective Date, and each such Yamana PSU shall be immediately cancelled and (i) the holders of such Yamana PSU shall cease to be holders thereof and to have any rights as holders of such Yamana PSUs, other than the right to receive the consideration to which they are entitled under this Section 3.1(f), (ii) such holders’ names shall be removed from the register of Yamana PSUs maintained by or on behalf of Yamana, and (iii) all agreements relating to the Yamana PSUs shall be terminated and shall be of no further force and effect; and (g) each Yamana DSU that is outstanding immediately prior to the Effective Time shall be, and shall be deemed to be, transferred by the holder thereof to Yamana in exchange for a cash payment from Yamana equal to the volume weighted average trading price of one Yamana Share on the TSX during the five trading days ending on the last trading day prior to the Effective Date and each such Yamana DSU shall be immediately cancelled and (i) the holders of such Yamana DSUs shall cease to be holders thereof and to have any rights as holders of such Yamana DSUs, other than the right to receive the consideration to which they are entitled under this Section 3.1(g), (ii) such holders’ names shall be removed from the register of Yamana DSUs maintained by or on behalf of Yamana, and (iii) all agreements relating to the Yamana DSUs shall be terminated and shall be of no further force and effect. The events provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain procedures related thereto may not be completed until after the Effective Date. 3.2 Consideration Elections With respect to the transfer and assignment of Yamana Shares pursuant to Section 3.1(d): (a) each Yamana Shareholder may elect to receive the Consideration Shares to which he, she or it is entitled in the form of Gold Fields Shares or Gold Fields ADSs; (b) the election provided for in Section 3.2(a) shall be made by a Yamana Shareholder by depositing with the Depositary, prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such Yamana Shareholder's election, together with certificates (if any) representing such Yamana Shareholder's Yamana Shares. Yamana shall provide at least two Business Days' notice of the Election Deadline to Yamana Shareholders by means of a news release disseminated on a newswire; provided that, if the Effective Date is delayed to a subsequent date, the Election Deadline shall be similarly delayed to a subsequent date, and Yamana shall promptly announce any such delay and, when determined, the rescheduled Election Deadline, which rescheduled deadline if necessary shall be as agreed by Gold Fields and Yamana (acting reasonably), provided that at least one Business Day of advance notice thereof shall have been provided; (c) any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by a Yamana Shareholder; and (d) any Yamana Shareholder who does not deposit with the Depositary a duly completed Letter of Transmittal and Election Form prior to the Election Deadline, or otherwise fails to comply with the requirements of this Section 3.2 or of the Letter of Transmittal and Election Form, shall be deemed to have elected to receive Gold Fields ADSs. 3.3 No Fractional Shares (a) In no event shall any Yamana Shareholder be entitled to a fractional Gold Fields Share or a fractional Gold Fields ADS. Where the aggregate number of Gold Fields Shares or Gold Fields ADSs, as applicable, to be issued to a Yamana Shareholder 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 shall 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 net proceeds from the sale by the Depositary on behalf of all such Yamana Shareholders of the Gold Fields Excess Shares. (b) As promptly as practicable following the Effective Time, the Depositary shall determine the excess of the number of Gold Fields Shares and Gold Fields ADSs issued and delivered to the Depositary pursuant to Article 5 representing the Consideration Shares over the aggregate number of whole Consideration Shares to be issued to Yamana Shareholders pursuant to Section 3.1(d) (such excess, the “Gold Fields Excess Shares”). Following the Effective Time, the Depositary shall, on behalf of the former Yamana Shareholders, sell the Gold Fields Excess Shares at the then prevailing prices on the JSE and NYSE, as applicable. The sale of the Gold Fields Excess Shares by the Depositary shall be executed on the JSE through one or more member firms of the JSE and on the NYSE through one or more members firms of the NYSE, as applicable, and shall be executed in round lots to the extent applicable. The Depositary shall use its commercially reasonable efforts to complete the sale of the Gold Fields Excess Shares as promptly following the Effective Time as is practicable, consistent with obtaining the best execution of such sales in light of prevailing market conditions. Until the net proceeds of such sale or sales have been distributed to former Yamana Shareholders, the Depositary shall hold such proceeds in trust for such former Yamana Shareholders (the “Gold Fields Share Trust”). The amount of all commissions, transfer taxes and other out-of-pocket transaction costs, including expenses and compensation of the Depositary incurred in connection with such sale of Gold Fields Excess Shares shall be paid by Gold Fields. The Depositary shall determine the portion of the Gold Fields Share Trust to which each former Yamana Shareholder is entitled, if any, by multiplying the amount of the aggregate net proceeds comprising the Gold Fields Share Trust 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. (c) As soon as practicable after the determination of the amount of cash, if any, to be paid to former Yamana Shareholders with respect to any fractional Gold Fields Shares or Gold Fields ADSs, as applicable, the Depositary shall make available or deliver, as applicable, such amounts to such former Yamana Shareholders in accordance instructions with the Letter of Transmittal and Election Form. ARTICLE 4 DISSENT RIGHTS 4.1 Dissent Rights (a) In connection with the Arrangement, each registered Yamana Shareholder may exercise rights of dissent (“Dissent Rights”) with respect to the Yamana Shares held by such Yamana Shareholder pursuant to Section 190 of the CBCA, as modified by the Interim Order, the Final Order and this Section 4.1(a); provided that, notwithstanding Part XV of the CBCA, the written notice of intent to exercise the right to demand the purchase of Yamana Shares contemplated by Section 190(7) of the CBCA must be received by Yamana not later than 4:00 p.m. (Toronto time) two Business Days immediately preceding the date of the Yamana Meeting, and provided that such notice of intent must otherwise comply with the requirements of the CBCA. Dissenting Shareholders who are: (i) ultimately entitled to be paid by Yamana the fair value for their Dissent Shares (A) shall be deemed to not to have participated in the transactions in Article 3 (other than Section 3.1(c)), (B) shall be deemed to have transferred and assigned such Dissent Shares (free and clear of any Liens) to Yamana in accordance with Section 3.1(c), (C) will be entitled to be paid the fair value of such Dissent Shares by Yamana, which fair value, notwithstanding anything to the contrary contained in the CBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted at the Yamana Meeting and (D) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Yamana Shares; or (ii) ultimately not entitled, for any reason, to be paid by Yamana the fair value for their Dissent Shares, shall be deemed to have participated in the Arrangement in respect of those Yamana Shares on the same basis as a non-dissenting Yamana Shareholder and shall be entitled to receive only the Consideration contemplated by Section 3.1(d) that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised their Dissent Rights. (b) In no circumstances shall Gold Fields, Gold Fields Subco, Yamana or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of Yamana Shares in respect of which Dissent Rights are purported to be exercised. (c) In no circumstances shall Gold Fields, Gold Fields Subco, Yamana or any other Person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Yamana Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the Effective Time, and as at the Effective Time the names of such Dissenting Shareholders shall be deleted from the central securities register of Yamana. (d) For greater certainty, in addition to any other restrictions in the Interim Order and under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Yamana Shareholders who vote or have instructed a proxyholder to vote such Yamana Shares in favour of the Arrangement Resolution (but only in respect of such Yamana Shares); (ii) holders of Yamana RSUs, Yamana PSUs, Yamana DSUs, Yamana Certificated Warrants and Yamana Indenture Warrants; and (iii) any other Person who is not a registered holder of Yamana Shares as of the record date for the Yamana Meeting.

ARTICLE 5 DELIVERY OF CONSIDERATION 5.1 Certificates and Payments (a) Following receipt of the Final Order and on the day immediately prior to the Effective Date, Gold Fields shall deliver or cause to be delivered to the Depositary in escrow the Consideration Shares to satisfy the aggregate Consideration payable to the Yamana Shareholders in accordance with Section 3.1(d), which Consideration Shares shall 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 provisions of this Article 5. (b) Following receipt of the Final Order and on the day immediately prior to the Effective Date, Yamana shall deliver or cause to be delivered to the Depositary in escrow the Yamana Warrant Consideration payable to the Yamana Warrantholders in accordance with Sections 3.1(a) and 3.1(b), which cash shall be held by the Depositary as agent and nominee for such former Yamana Warrantholders for distribution to such former Yamana Warrantholders in accordance with the provisions of this Article 5. (c) Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding Yamana Shares that were transferred pursuant to Section 3.1(d), together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Yamana Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Yamana Shareholder the Consideration that such Yamana Shareholder has the right to receive under the Arrangement for such Yamana Shares, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (d) Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding Yamana Certificated Warrants or Yamana Indenture Warrants, as applicable, that were transferred pursuant to Section 3.1(a) and 3.1(b), together with a duly completed and executed Yamana Warrant Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Yamana Certificated Warrants or Yamana Indenture Warrants represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Yamana Warrantholder the Yamana Warrant Consideration that such Yamana Warrantholder has the right to receive under the Arrangement for such Yamana Certificated Warrants or Yamana Indenture Warrants, less any amounts withheld pursuant to Section 5.3, and any certificate so surrendered shall forthwith be cancelled. (e) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(c), each certificate that immediately prior to the Effective Time represented one or more Yamana Shares (other than Yamana Shares held by a Dissenting Shareholder and Yamana Shares held by Gold Fields or any of its affiliates) shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3. (f) After the Effective Time and until surrendered for cancellation as contemplated by Section 5.1(d), each certificate that immediately prior to the Effective Time represented one or more Yamana Certificated Warrants or Yamana Indenture Warrants shall be deemed at all times to represent only the right to receive in exchange therefor the Yamana Warrant Consideration that the holder of such certificate is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3. (g) On the Effective Date, Gold Fields shall deliver or cause to be delivered to the holders of the Yamana RSUs sufficient Gold Fields ADSs to satisfy the aggregate consideration payable to the holders of Yamana RSUs in accordance with Section 3.1(e). (h) On the Effective Date, Yamana shall pay the amounts to be paid to the holders of Yamana PSUs and Yamana DSUs in accordance with Sections 3.1(f) and 3.1(g), respectively. 5.2 Lost Certificates (a) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Yamana Shares that were transferred pursuant to Section 3.1(d) or Yamana Certificated Warrants or Yamana Indenture Warrants that were transferred pursuant to Sections 3.1(a) and 3.1(b), respectively, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such holder’s duly completed and executed Letter of Transmittal and Election Form. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall as a condition precedent to the delivery of such Consideration, 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 Gold Fields and Yamana with respect to the certificate alleged to have been lost, stolen or destroyed. (b) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Yamana Certificated Warrants or Yamana Indenture Warrants that were transferred pursuant to Sections 3.1(a) and 3.1(b), respectively, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Yamana Warrant Consideration deliverable in accordance with such holder’s duly completed and executed Yamana Warrant Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Yamana Warrant Consideration is to be delivered shall as a condition precedent to the delivery of such Yamana Warrant Consideration, 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 Gold Fields and Yamana, acting reasonably, against any claim that may be made against Gold Fields and Yamana with respect to the certificate alleged to have been lost, stolen or destroyed. 5.3 Withholding Rights Gold Fields Subco, Yamana, any of their affiliates and the Depositary, as applicable, shall 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 this Plan of Arrangement such amounts as are required to be deducted and withheld from such amounts under any provision of the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any applicable Law. To the extent any such amounts are so deducted and withheld, such amounts shall be treated for all purposes under this 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 this Plan of Arrangement exceeds the amount of cash otherwise payable to such Person, Gold Fields Subco, Yamana, any of their affiliates and the Depositary are hereby 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 hereunder to such Person as is necessary to provide sufficient funds to Gold Fields Subco, Yamana, any of their 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 affiliates and the Depositary, as applicable, shall 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 this Plan of Arrangement in respect of such Person, (b) reasonable commissions payable to the broker, and (c) other reasonable costs and expenses). 5.4 Distributions with respect to Unsurrendered Share Certificates No dividend or other distribution declared or made after the Effective Time with respect to Gold Fields Shares or Gold Fields ADSs with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Yamana Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2. Subject to applicable Law and to Section 5.3, at the time of such compliance, there shall, in addition to the delivery of Consideration to which such holder 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. 5.5 Limitation and Proscription (a) To the extent that a former Yamana Shareholder shall not have complied with the provisions of Section 5.1 or Section 5.2 on or before the date that is six years after the Effective Date (the “Final Proscription Date”), then the Consideration that such former Yamana Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the Consideration to which such former Yamana Shareholder was entitled, shall be delivered to Gold Fields Subco by the Depositary and the Gold Fields Shares and Gold Fields ADSs forming part of the Consideration shall be deemed to be cancelled, and the interest of the former Yamana Shareholder in such Gold Fields Shares or Gold Fields ADSs (and any dividend or other distribution referred to in Section 5.4) to which it was entitled shall be terminated as of such Final Proscription Date, and the certificates (if any) formerly representing Yamana Shares shall cease to represent a right or claim of any kind or nature as of such Final Proscription Date. Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the Final Proscription Date shall cease to represent a right or claim of any kind or nature and the right of any Yamana Shareholder to receive the Consideration for Yamana Shares pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to Gold Fields Subco. (b) To the extent that a former Yamana Warrantholder shall not have complied with the provisions of Section 5.1 or Section 5.2 on or before the Final Proscription Date, then the Yamana Warrant Consideration that such former Yamana Warrantholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the Yamana Warrant Consideration to which such former Yamana Warrantholder was entitled, shall be delivered to Yamana by the Depositary and the interest of the former Yamana Warrantholder in such Yamana Warrant Consideration to which it was entitled shall be terminated as of such Final Proscription Date, and the certificates (if any) formerly representing Yamana Certificated Warrants and Yamana Indenture Warrants shall cease to represent a right or claim of any kind or nature as of such Final Proscription Date. Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the Final Proscription Date shall cease to represent a right or claim of any kind or nature and the right of any Yamana Warrantholder to receive the Yamana Warrant Consideration for Yamana Certificated Warrants and the Yamana Indenture Warrants pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to Yamana. 5.6 No Liens Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind. 5.7 Paramountcy From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Yamana Shares, Yamana Certificated Warrants and Yamana Indenture Warrants issued prior to the Effective Time; (b) the rights and obligations of the Yamana Securityholders (other than Gold Fields, Gold Fields Subco or any of their respective affiliates), and of Yamana, Gold Fields, Gold Fields Subco, the Depositary and any transfer agent or other depositary in relation thereto, shall be solely as provided for in this Plan of Arrangement and the Arrangement Agreement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and

whether or not previously asserted) based on or in any way relating to any Yamana Shares, Yamana Certificated Warrants, Yamana Indenture Warrants, Yamana RSUs, Yamana PSUs and Yamana DSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. ARTICLE 6 AMENDMENTS 6.1 Amendments (a) Gold Fields and Yamana reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that any such amendment, modification or supplement must be agreed to in writing by each of Yamana and Gold Fields and filed with the Court, and, if made following the Yamana Meeting, then: (i) approved by the Court; and (ii) if the Court directs, approved by the Yamana Shareholders and communicated to the Yamana Securityholders if and as required by the Court, and in either case in the manner required by the Court. (b) Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement, if agreed to by Yamana and Gold Fields, may be proposed by Yamana and Gold Fields at any time prior to or at the Yamana Meeting, with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Yamana Meeting shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Yamana Meeting will be effective only if it is agreed to in writing by each of Yamana and Gold Fields and, if required by the Court, by some or all of the Yamana Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made by Yamana and Gold Fields without the approval of or communication to the Court or the Yamana Securityholders, provided that it concerns a matter which, in the reasonable opinion of Yamana and Gold Fields is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Yamana Securityholders. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the Arrangement Agreement. ARTICLE 7 FURTHER ASSURANCES 7.1 Further Assurances Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out in this Plan of Arrangement. SCHEDULE B FORM OF ARRANGEMENT RESOLUTION BE IT RESOLVED THAT: 1. The arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act (the “CBCA”) involving Yamana Gold Inc. (“Yamana”), pursuant to the arrangement agreement between Yamana and Gold Fields Limited dated May 31, 2022, as it may be modified, supplemented or amended from time to time in accordance with its terms (the “Arrangement Agreement”), as more particularly described and set forth in the management information circular of Yamana dated [●], 2022 (the “Circular”), and all transactions contemplated thereby, are hereby authorized, approved and adopted. 2. The plan of arrangement of Yamana, as it has been or may be modified, supplemented or amended in accordance with the Arrangement Agreement and its terms (the “Plan of Arrangement”), the full text of which is set out as Schedule “A” to the Circular, is hereby authorized, approved and adopted. 3. The: (a) Arrangement Agreement and all the transactions contemplated therein, (b) actions of the directors of Yamana in approving the Arrangement and the Arrangement Agreement, and (c) actions of the directors and officers of Yamana in executing and delivering the Arrangement Agreement and any modifications, supplements or amendments thereto, and causing the performance by Yamana of its obligations thereunder, are hereby ratified and approved. 4. Yamana is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended). 5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the holders of common shares of Yamana (the “Yamana Shareholders”) entitled to vote thereon or that the Arrangement has been approved by the Court, the directors of Yamana are hereby authorized and empowered, without further notice to or approval of the Yamana Shareholders: (a) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by their terms, and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions. 6. Any officer or director of Yamana is hereby authorized and directed, for and on behalf of Yamana, to execute or cause to be executed and to deliver or cause to be delivered, whether under the corporate seal of Yamana or otherwise, for filing with the Director under the CBCA, articles of arrangement and all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such Person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other document or instrument or the doing of any such other act or thing. SCHEDULE C FORM OF GOLD FIELDS RESOLUTIONS SPECIAL RESOLUTION NUMBER 1: ISSUE OF ORDINARY SHARES TO YAMANA SHAREHOLDERS “RESOLVED THAT, subject to the adoption of Ordinary Resolution Number 1, in accordance with the Companies Act No. 71 of 2008 (including Section 41 thereof), the Gold Fields memorandum of incorporation and the JSE Listings Requirements, Gold Fields be and hereby is authorised, at the Board's discretion and under its direction, to issue up to [●] ordinary shares no par value to the Yamana Shareholders pursuant to the implementation of the arrangement between Gold Fields and Yamana, as contemplated in Ordinary Resolution Number 1 below.” ORDINARY RESOLUTION NUMBER 1: ACQUISITION OF YAMANA SHARES “RESOLVED THAT in accordance with the Companies Act 71 No. of 2008, the Gold Fields memorandum of incorporation and the JSE Listings Requirements, Gold Fields and/or its affiliate be and is hereby authorised to acquire Yamana (and in particular the Yamana Shares) pursuant to the arrangement under Section 192 of the Canada Business Corporations Act involving Yamana and Gold Fields (and/or its affiliate) and in terms of the arrangement agreement between Yamana and Gold Fields dated May 31, 2022 (the “Arrangement Agreement”) and all transactions contemplated in the Arrangement Agreement and/or in order to implement the acquisition by Gold Fields and/or its affiliate of Yamana (and in particular the Yamana Shares), are hereby authorised, approved and adopted.” ORDINARY RESOLUTION NUMBER 3: AUTHORITY “RESOLVED THAT any director of the Company (each, an "Authorised Signatory"), be and is hereby authorised, for and on behalf of the Company, to do, or cause to be done, all such things, sign, or cause to be signed, all such documentation and take, or cause to be taken, all such actions as may be necessary or desirable to give effect to the aforegoing and, insofar as an Authorised Signatory has done any of the aforegoing prior to the passing of these resolutions, such actions be and are hereby ratified, confirmed, authorised and approved in their entirety to the fullest extent permitted by law.”

SCHEDULE D KEY REGULATORY APPROVALS SARB providing in writing and in accordance with all applicable Laws any and all exchange control approvals required in terms of the Exchange Control Regulations, 1961 made in terms of the Currency and Exchanges Act No. 9 of 1993 of South Africa, as amended and all directives and rulings issued thereunder, for the Parties to enter into and perform their respective obligations under this Agreement and complete the Arrangement. SCHEDULE 3.1 REPRESENTATIONS AND WARRANTIES OF YAMANA Defined Terms As used in this schedule, capitalized terms have the meanings ascribed thereto in the Arrangement Agreement to which this schedule is appended, and the following terms have the following meanings: “Indigenous Claim” means any and all claims (whether or not proven) by any Person to or in respect of (a) rights, title or interests of any Indigenous groups by virtue of its status as an Indigenous group; (b) treaty rights; or (c) specific or comprehensive claims being considered by Crown-Indigenous Relations and Northern Affairs Canada; “Intellectual Property” means anything that is or may be protected by any Intellectual Property Rights in any jurisdiction such as, but not limited to works (including software), performances, trade secrets, inventions (whether patentable or not), improvements to such inventions, industrial designs, mask work and integrated circuit topographies, trade- marks, trade names, business names, corporate names, domain names, website names and world wide web addresses, whether or not they may also be protected, at any given time, as a trade secret or confidential information, including proprietary and non-public business information, know-how, methods, processes, designs, technology, technical data, schematics, models, simulations and documentation relating to any of the foregoing; “Restricted Party” means a Person that is: (i) listed on, or owned or (directly or indirectly) controlled by a Person listed on, or acting on behalf of a Person listed on, any Sanctions List, (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of Sanctions, or (iii) otherwise a target of Sanctions; “Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union (iv) the United Kingdom; (v) Canada or (vi) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, Global Affairs Canada (“GAC”), and Her Majesty’s Treasury (“HMT”) or any other relevant sanctions authority (together, the “Sanctions Authorities”); “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated Canadian Autonomous Sanctions List, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities; “Yamana Annual Financial Statements” means the audited consolidated financial statements for Yamana as of and for each of the fiscal years ended on December 31, 2021 and December 31, 2020 (including any notes or schedules thereto and the auditor’s report thereon); 3.1-2 “Yamana Balance Sheet” has the meaning given to it in Section (m) of this Schedule 3.1; “Yamana Financial Statements” means, together, the Yamana Annual Financial Statements and the Yamana Interim Financial Statements; “Yamana Interim Financial Statements” means the interim unaudited condensed consolidated financial statements for Yamana for the three month period ended March 31, 2022 and March 31, 2021 (including any notes or schedules thereto); “Yamana Material Properties” has the meaning given to it in Section (r)(i) of this Schedule 3.1; “Yamana Material Subsidiaries” means Minera Yamana Inc., Minera Yamana Chile SpA, Minera Meridian Ltda., Yamana International Holdings B.V., Yamana Jacobina Holdings BV, Jacobina Mineração e Comerció Ltda.; “Yamana Mineral Rights” has the meaning given to it in Section (o)(ii) of this Schedule 3.1; and “Yamana Real Property Interests” has the meaning given to it in Section (o)(i) of this Schedule 3.1. REPRESENTATIONS AND WARRANTIES OF YAMANA (a) Organization and Qualification. Yamana and each of the Yamana Material Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities is a corporation duly incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all corporate power and capacity to own its assets and conduct its business as now owned and conducted. Yamana, each of the Yamana Material Subsidiaries and, to the knowledge of Yamana, each of the Yamana Material JV Entities is duly qualified to carry on business and is in good standing in each jurisdiction in which its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary, except where the failure to be so registered or in good standing would not, individually or in the aggregate, have a Yamana Material Adverse Effect. Except as set forth in Section 3.1(a) of the Yamana Disclosure Letter, true and complete copies of the constating documents of Yamana and each of the Yamana Material Subsidiaries and, to the extent in the possession of Yamana, each of the Yamana Material JV Entities have been disclosed in the Yamana Data Room, and no action has been taken to amend or supersede such constating documents of Yamana and each of the Yamana Material Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities. (b) Authority Relative to this Agreement. Yamana has the requisite corporate power and authority to enter into this Agreement and the agreements and other documents to be entered into by it hereunder and, subject to obtaining the Interim Order, the Final Order and the Yamana Shareholder Approval, to perform its obligations hereunder and thereunder. The execution and delivery and performance of this Agreement, the Arrangement and the agreements and other documents to be entered into by it hereunder and the consummation by Yamana 3.1-3 of the transactions contemplated hereunder and thereunder have been duly authorized by the Yamana Board and no other corporate proceedings on the part of Yamana are necessary to authorize this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement, other than obtaining the Interim Order, the Final Order, approval of the Yamana Circular by the Yamana Board and the Yamana Shareholder Approval. This Agreement has been duly executed and delivered by Yamana and constitutes a valid and binding obligation of Yamana, enforceable by Gold Fields against Yamana in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. (c) No Conflict; Required Filings and Consent. Except as set forth in Section 3.1(c) of the Yamana Disclosure Letter, and other than in connection with any Pre- Acquisition Reorganization, the execution and delivery by Yamana of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (i) violate, conflict with or result in a breach of: (A) any provision of the memorandum of incorporation, articles, by-laws or other constating documents or partnership agreements of Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities; (B) any Yamana Material Contract or Authorization to which Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is a party or by which Yamana or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have a Yamana Material Adverse Effect; or (C) any Law to which Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is subject or by which Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have a Yamana Material Adverse Effect; (ii) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Yamana is entitled, under any Yamana Material Contract or Authorization to which Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is a party, except as would not, individually or in the aggregate, have a Yamana Material Adverse Effect; or

3.1-4 (iii) give rise to any rights of first refusal or rights of first offer, trigger any change of control provision or any restriction or limitation, or require any consent or other action by any Person under, any Yamana Material Contract or Authorization, or result in the imposition of any Lien upon any of Yamana’s assets or the assets of any of the Yamana’s Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities except as would not, individually or in the aggregate, have a Yamana Material Adverse Effect. Other than the Regulatory Approvals, such filings and approvals required by the applicable rules and policies of the TSX, the NYSE, the LSE and/or the FCA, the Interim Order and the Final Order, no Authorization of, or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity is necessary on the part of Yamana or any of its Subsidiaries or the Yamana Material JV Entities for the consummation by Yamana of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, have a Yamana Material Adverse Effect. (d) Subsidiaries. (i) Yamana has no material Subsidiaries other than the Yamana Material Subsidiaries. None of the Yamana Material Subsidiaries or, to the knowledge of Yamana, the Yamana Material JV Entities is currently prohibited, directly or indirectly, from paying any dividends to Yamana, from making any other distribution on such Yamana Material Subsidiary’s or Yamana Material JV Entity’s capital stock, from repaying to Yamana any loans or advances to such Yamana Material Subsidiary or Yamana Material JV Entity from Yamana. (ii) The following information with respect to each Yamana Material Subsidiary and each Yamana Material JV Entity is accurately set out, as at the date thereof, in Section 3.1(d)(ii) of the Yamana Disclosure Letter: (i) its name; (ii) Yamana’s percentage equity ownership of it; and (iii) its jurisdiction of incorporation, organization or formation. (iii) Yamana is, directly or indirectly, the registered and beneficial owner of (A) with respect to each Yamana Material Subsidiary, all of its issued and outstanding securities, and (B) with respect to each Yamana Material JV Entity, the ownership percentage set forth in the Yamana Public Documents, in each case free and clear of all Liens (other than Permitted Liens), and all of the issued and outstanding securities of the Yamana Material Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities have been duly and validly authorized and issued, are fully paid, and if such entity is a corporation, are non-assessable. No securities of the Yamana Material Subsidiaries or, to the knowledge of Yamana, the Yamana Material JV Entities have been issued in violation of any Law or pre-emptive or similar rights. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any securities or other ownership 3.1-5 interests in any of the Yamana Material Subsidiaries or to the knowledge of Yamana, the Yamana Material JV Entities. (e) Compliance with Laws and Constating Documents. (i) The operations of Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities have been since January 1, 2020 and are now being conducted in material compliance with all Laws of each jurisdiction, the Laws of which have been and are now applicable to the operations of Yamana, of any of its Subsidiaries and of any Yamana JV Entities, and none of Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana JV Entities has received any notice of any alleged violation of any such Laws, other than non-compliance or violations which have not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (ii) None of Yamana or any of its Subsidiaries or the Yamana JV Entities is in conflict with, or in default under or in violation of its articles or by-laws or equivalent organizational documents except for such violation or default which would not, individually or in the aggregate, have a Yamana Material Adverse Effect. (f) Authorizations. Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities have obtained all Authorizations necessary for the ownership, operation and use of the assets of Yamana, its Subsidiaries and the Yamana JV Entities or otherwise in connection with carrying on the business and operations of Yamana, its Subsidiaries and the Yamana JV Entities in compliance with all applicable Laws, except where the failure to have any such Authorization would not, individually or in the aggregate, have a Yamana Material Adverse Effect. Such Authorizations are in full force and effect in accordance with their terms. Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities have fully complied with and are in compliance with all such Authorizations, except, in each case, for such non- compliance which would not, individually or in the aggregate, have a Yamana Material Adverse Effect. There is no action, investigation or proceeding pending or, to the knowledge of Yamana threatened, regarding any such Authorizations, which if successful would, individually or in the aggregate, have a Yamana Material Adverse Effect. None of Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana JV Entities or any of their respective officers or directors, has received any notice, whether written or oral, of revocation or non-renewal or material amendments of any such Authorizations, or of any intention of any Person to revoke or refuse to renew or to materially amend any of such Authorizations, except in each case, for revocations, non-renewals or amendments which would not, individually or in the aggregate, have a Yamana Material Adverse Effect, and all Authorizations of Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities continue to be effective in order for Yamana, its Subsidiaries and the Yamana JV Entities to continue to conduct their respective businesses as they are currently being conducted. To the knowledge of Yamana, no Person other than Yamana or a wholly-owned Subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any Authorizations of Yamana or its wholly-owned Subsidiaries. 3.1-6 (g) Capitalization. (i) The authorized share capital of Yamana consists of an unlimited number of Yamana Shares. As of the date of this Agreement there are outstanding (A) 961,039,283 Yamana Shares issued and outstanding; (B) nil Yamana Options; (C) Yamana RSUs that will result in the issuance of up to 2,428,903 Yamana Shares upon the vesting thereof; and (D) Yamana Warrants that will result in the issuance of up to 340,166 Yamana Shares upon the exercise thereof. In addition, as of the date of this Agreement there are (A) 3,321,591 Yamana PSUs outstanding, and (B) 5,247,958 Yamana DSUs outstanding. All outstanding Yamana Shares have been, and all Yamana Shares issuable upon the exercise or vesting of rights under the Yamana RSUs and Yamana Warrants in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable shares of Yamana and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights. Except as set out herein and in Section 3.1(g)(i) of the Yamana Disclosure Letter, there are no issued, outstanding or authorized options, warrants, conversion privileges, calls, or pre-emptive, redemption, repurchase, stock appreciation or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Yamana, any of its Subsidiaries or any of the Yamana JV Entities to issue or sell any shares in the capital of Yamana or shares, partnership interests or other equity interests of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Yamana or shares, partnership interests or other equity interests of any of its Subsidiaries or the value of which is based on the value of the securities of Yamana or any of its Subsidiaries, and other than the Yamana Incentive Plans, there are no equity or security based compensation arrangements maintained by Yamana. (ii) Section 3.1(g)(ii) of the Yamana Disclosure Letter sets forth a schedule, as of the date hereof and to the extent applicable, of all outstanding grants to holders of Yamana RSUs, Yamana DSUs, Yamana PSUs and Yamana Warrants and the number, exercise price, date of grant, expiration dates, vesting schedules, performance criteria and whether vesting or exercise may be accelerated as a result, either alone or together with another event or occurrence, of the Arrangement, as applicable. (iii) As of the date hereof, there are no outstanding obligations of Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities, to repurchase, redeem or otherwise acquire any Yamana Shares or any shares of, or partnership interests or other equity interests in, any of its Subsidiaries or the Yamana Material JV Entities, or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of Yamana, any of its Subsidiaries or any of the Yamana Material JV Entities. No Subsidiary of Yamana nor, to the knowledge of Yamana, any of the Yamana JV Entities owns any Yamana Shares. 3.1-7 (iv) All outstanding securities of Yamana have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them. (v) The Yamana Incentive Plans and the issuance of securities under such plans (including all outstanding Yamana RSUs, Yamana DSUs, Yamana PSUs) have been recorded on Yamana’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices. (vi) Except for (A) the Yamana Senior Notes, (B) intercompany loans between two or more Subsidiaries of Yamana or between of Yamana and one or more its Subsidiaries, (C) as disclosed in the Yamana Financial Statements, or (D) as set forth in Section 3.1(g)(vi) of the Yamana Disclosure Letter, there are no issued, outstanding or authorized bonds, debentures or other evidences of indebtedness of Yamana, its Subsidiaries or, to the knowledge of Yamana, the Yamana JV Entities or any other agreements, arrangements, instruments or commitments of any kind outstanding giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with Yamana Shareholders on any matter. (vii) As of the date hereof, all dividends or distributions on securities of Yamana that have been declared or authorized have been paid in full. (viii) No securities of Yamana are owned by any of its Subsidiaries or any Yamana JV Entity. (h) Shareholder and Similar Agreements. Except as set forth in Section 3.1(h) of the Yamana Disclosure Letter, neither Yamana nor any of its Subsidiaries nor, to the knowledge of Yamana, any of the Yamana JV Entities is party to any shareholder, pooling, voting trust or other similar agreement or arrangement relating to the issued and outstanding shares in the capital of Yamana, any of its Subsidiaries or any of the Yamana JV Entities or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Yamana, any of its Subsidiaries or any of the Yamana JV Entities, and Yamana has not adopted a shareholder rights plan or any other similar plan or agreement. (i) Reporting Issuer Status and Stock Exchange Compliance. (i) As of the date hereof, Yamana is a reporting issuer (or the equivalent) not in default under Canadian Securities Laws in each of the provinces and territories of Canada, and is in material compliance with all applicable Canadian Securities Laws therein. There is no Order delisting, suspending or cease trading any securities of Yamana. The Yamana Shares are listed and posted for trading on the TSX and are listed on the NYSE and the LSE, and are not listed on any market other than the TSX, the NYSE and the LSE, and Yamana is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the TSX, the NYSE and the LSE.

3.1-8 (ii) Yamana has not taken any action to cease to be a reporting issuer in any province or territory nor has Yamana received notification from the Ontario Securities Commission, as principal regulator, or any other applicable securities commissions or securities regulatory authority of a province or territory of Canada seeking to revoke Yamana’s reporting issuer status. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of Yamana is pending, in effect, has been threatened, or to the knowledge of Yamana, is expected to be implemented or undertaken, and Yamana is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. (j) U.S. Securities Law Matters. (i) The Yamana Shares are registered pursuant to Section 12(b) of the U.S. Exchange Act and Yamana is in material compliance with its reporting obligations as a “foreign private issuer”, as defined in Rule 3b-4 under the U.S. Exchange Act, pursuant to Section 13 of the U.S. Exchange Act. (ii) Other than the Yamana Shares, Yamana does not have any class of equity securities registered under the U.S. Exchange Act, nor is Yamana currently subject to any reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act. (iii) Yamana is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended. (iv) Yamana is not, has not been since January 1, 2020 and on the Effective Date will not be, a “shell company” (as defined in Rule 405 under the U.S. Securities Act). (k) Reports. Since January 1, 2020, Yamana has timely filed or furnished, as applicable, all Yamana Public Documents that Yamana is required to file or furnish under Canadian Securities Laws and U.S. Securities Laws, other than such documents that the failure to file or furnish would, individually or in the aggregate, not have a Yamana Material Adverse Effect. Yamana Public Documents, at the time filed, (i) did not contain any misrepresentation, (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) complied in all material respects with the requirements of applicable Canadian Securities Laws and U.S. Securities Laws. Any amendments to the Yamana Public Documents required to be made have been filed on a timely basis with the applicable Governmental Entity. Yamana has not filed any confidential material change report with any Governmental Entity which at the date hereof remains confidential or any other confidential filings filed under Canadian Securities Laws or with any Governmental Entity. 3.1-9 (l) Financial Statements. (i) The Yamana Financial Statements (including the related management’s discussion and analysis) have been, and all financial statements of Yamana (including any notes thereto and related management’s discussion and analysis) which are publicly disseminated by Yamana in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with IFRS applied on a basis consistent with prior periods (except where IFRS has changed and new accounting standard become effective for the subsequent period) and all applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position and its financial performance of Yamana and its Subsidiaries as of the respective dates thereof and their results of operations and cash flows for the respective periods covered thereby. (ii) There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Yamana or any of its Subsidiaries or, to the knowledge of Yamana, the Yamana Material JV Entities with unconsolidated entities or other Persons which are not reflected in the Yamana Financial Statements. (iii) The financial books, records and accounts of Yamana and each of its Subsidiaries: (A) have been maintained, in all material respects, in accordance with IFRS; and (B) accurately and fairly reflect the basis for Yamana’s financial statements in all material respects. (iv) The management of Yamana has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings) designed to provide reasonable assurance that information required to be disclosed by Yamana in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified by such Laws imposed by such Governmental Entities. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Yamana in its annual filings, interim filings or other reports filed or submitted under the applicable Laws imposed by Governmental Entities is accumulated and communicated to Yamana’s management, including its chief executive officer and chief financial officer (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. (v) Yamana maintains internal control over financial reporting (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that (A) pertain to the maintenance of records that in 3.1-10 reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Yamana and its Subsidiaries, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of Yamana and its Subsidiaries are being made only with authorizations of management and directors of Yamana and its Subsidiaries, and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Yamana or its Subsidiaries that could have a material effect on its financial statements. To the knowledge of Yamana, as of the date of this Agreement (x) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Yamana that are reasonably likely to adversely affect the ability of Yamana to record, process, summarize and report financial information; and (y) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Yamana. (vi) None of Yamana, any of its Subsidiaries nor any of the respective directors, officers, employees, auditors, accountants or representatives of any of the foregoing, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Yamana or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Yamana or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Yamana Board. (m) Undisclosed Liabilities. Other than as disclosed in Section 3.1(m) of the Yamana Disclosure Letter, none of Yamana nor any of its Subsidiaries nor, to the knowledge of Yamana, any of the Yamana Material JV Entities, has any material liabilities or obligations of any nature, whether or not accrued, contingent, absolute, determined, determinable or otherwise, except for (i) liabilities and obligations that are specifically presented on the unaudited condensed consolidated balance sheet of Yamana as of March 31, 2022 (the “Yamana Balance Sheet”) or disclosed in the notes thereto, (ii) those incurred in the ordinary course of business since the date of the Yamana Balance Sheet and consistent with past practice and (iii) those incurred in connection with the execution of this Agreement. (n) Sarbanes-Oxley Compliance. Each of the principal executive officer and the principal financial officer of Yamana (or each former principal executive officer and each former principal financial officer of Yamana, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the U.S. Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the Yamana Public Documents, and the statements contained in such certifications were true and accurate in all material respects as of the dates made in such Yamana Public Documents. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. Neither Yamana nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Sarbanes-Oxley Act) any 3.1-11 “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) to directors or executive officers (as defined in Rule 3b-7 under the U.S. Exchange Act) of Yamana or any of its Subsidiaries. Yamana is in material compliance with all applicable provisions of the Sarbanes-Oxley Act and the applicable listing and corporate governance rules of the NYSE. (o) Title. Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities: (i) have good and sufficient title to their real property interests, including fee simple estate of and in real property, leases, easements, rights of way, permits or licenses from landowners or authorities permitting the use of land by Yamana, its Subsidiaries or the Yamana JV Entities, as applicable, necessary to permit the operation of Yamana’s business as presently owned and conducted in all material respects (collectively, “Yamana Real Property Interests”); and (ii) hold their mineral concession, claims, leases, licenses, permits, access rights and other rights and interests necessary to explore for, develop, mine, produce, process or refine, minerals, concentrates or ores for development purposes on their properties (collectively, the “Yamana Mineral Rights”), free and clear of all Liens (other than Permitted Liens). (p) No Defaults under Leases and Agreements. (i) None of Yamana nor any of its Subsidiaries nor, to the knowledge of Yamana, any of the Yamana Material JV Entities has received notice of any default under any of the leases and other title and operating documents or any other agreement or instrument pertaining to the Yamana Real Property Interests or the Yamana Mineral Rights to which Yamana, any of its Subsidiaries or any of the Yamana Material JV Entities is a party or by or to which Yamana or any such assets are bound or subject, except to the extent that such defaults have not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (ii) (A) Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities are in good standing under all, and are not in default under any, and (B) there is no existing condition, circumstance or matter which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default under any, leases and other title and operating documents or any other agreements and instruments pertaining to the Yamana Real Property Interests and the Yamana Mineral Rights to which it is a party or by or to which it or such assets are bound or subject and, to the knowledge of Yamana, all such leases, title and operating documents and other agreements and instruments are in good standing and in full force and effect and none of the counterparties to such leases, title and operating documents and other agreements and instruments is in default thereunder except to the extent that such defaults have not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect.

3.1-12 (q) Expropriation. No properties or assets of Yamana or its Subsidiaries or, to the knowledge of Yamana, the Yamana JV Entities, subject to the Yamana Real Property Interests or the Yamana Mineral Rights has been taken or appropriated by any Governmental Entity, nor has any notice or proceeding in respect thereof been given or commenced, nor, to the knowledge of Yamana, is there any intent or proposal to give any such notice or to commence any such proceeding. (r) Yamana Mineral Reserves and Resources. (i) The Jacobina mining complex, the El Penon mine and the Canadian Malartic mine are the only material properties of Yamana for the purposes of NI 43-101 (the “Yamana Material Properties”). (ii) Each of the technical reports relating to the Yamana Material Properties filed pursuant to NI 43-101 complied in all material respects with the requirements of NI 43-101 at the respective time of filing thereof. (iii) The estimates of mineral reserves and mineral resources for the Yamana Material Properties were prepared, in all material respects, in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in accordance with applicable Laws, including the requirements of NI 43-101. There has been no material reduction in the aggregate amount of estimated mineral resources or mineral reserves of Yamana from the amounts set forth in the Yamana Public Documents, other than as a result of production activities in the ordinary course. All information regarding the Yamana Material Properties, including all drill results, technical reports and studies, that are required to be disclosed at Law, have been disclosed in the Yamana Public Documents on or before the date hereof. (s) Royalties and Rentals Paid. All rentals, royalties (whether statutory or contractual), overriding royalty interests, production payments, net profits, earn- outs, streaming agreements, metal pre-payment or similar agreements, interest burdens, payments and obligations (including, without limitation, streaming, pre- payment and similar arrangements) due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities, have been: (i) duly paid; (ii) duly performed; or (iii) provided for prior to the date hereof, except to the extent that such non- payment, non-performance or non-provision would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (t) Environmental Matters. (i) Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities have been since January 1, 2020 and are in compliance with all Environmental Laws, except such non-compliance that has not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. 3.1-13 (ii) There have been no Releases in violation of Environmental Laws within the current or prior ownership, possession or control of either of Yamana, its Subsidiaries or, to the knowledge of Yamana, the Yamana Material JV Entities, that would reasonably be expected to result in a claim, notice, complaint, penalty, prosecution or any other judicial or administrative proceeding arising out of any Environmental Laws against Yamana, any of its Subsidiaries or, to the knowledge of Yamana, any Yamana Material JV Entities, that have not had, or would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (iii) There are no pending claims, notices, complaints, penalties, prosecutions or any other judicial or administrative proceedings issued against Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities arising out of any Environmental Laws, except for any such claims that have not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (iv) To the knowledge of Yamana, there has not been: (A) any written Order that remains outstanding which relates to Environmental Laws that would reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect; or (B) any written demand or notice that remains outstanding with respect to a material breach of any Environmental Law in each case applicable to Yamana, any of its Subsidiaries or any of the Yamana Material JV Entities, except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (u) Intellectual Property. Yamana and its Subsidiaries have sufficient rights to use or otherwise exploit the Intellectual Property necessary to carry on the business now operated by them and there is no proceeding pending or, to the knowledge of Yamana, threatened by any Person challenging Yamana’s or its Subsidiaries’ rights in or to such intellectual property which is used for the conduct of the business as currently carried on as set forth in the Yamana Public Documents, except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. To the knowledge of Yamana, the conduct of the business as currently carried on as set forth in the Yamana Public Documents, including the use of Intellectual Property, does not infringe upon Intellectual Property of any Person in any material respect except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. To the knowledge of Yamana, no Person is currently infringing upon any of the Intellectual Property owned by Yamana or its Subsidiaries in any material respect except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (v) Employment Matters. (i) Except as set forth in Section 3.1(v)(i) of the Yamana Disclosure Letter or as contemplated by this Agreement or the Plan of Arrangement, the execution, delivery and performance of this Agreement and the 3.1-14 consummation of the Arrangement will not (A) result in any payment (including bonus, golden parachute, retirement, severance, unemployment compensation, or other benefit) becoming due or payable to any of the Yamana directors, officers or employees or result in a director or officers having an entitlement to such payments upon termination or resignation, (B) increase the compensation or benefits otherwise payable to any Yamana directors, officers or employees or (C) result in (1) the acceleration of the time of payment, (2) funding or (3) vesting of any benefits or entitlements otherwise available pursuant to any Yamana Benefit Plan. (ii) Except as set forth in Section 3.1(v)(ii) of the Yamana Disclosure Letter, none of Yamana, any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities (A) is a party to any collective bargaining agreement with respect to any Yamana employees or any contract with any employee association, or (B) is subject to any application for certification or, to the knowledge of Yamana, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement and no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any employees of Yamana by way of certification, interim certification, voluntary recognition or succession rights. Except as disclosed in the Yamana Public Documents, there is no labour strike, dispute, work slowdown or stoppage pending or involving, or to the knowledge of Yamana threatened against Yamana, any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities, and no such event has occurred within the last two years. (iii) None of Yamana, any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities are, or have been, engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of Yamana, threatened against Yamana, any of its Subsidiaries or any of the Yamana Material JV Entities. (iv) No trade union has applied to have Yamana, any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities declared a common or related employer pursuant to the Labour Relations Code (Ontario) or any similar legislation in any jurisdiction in which Yamana, any of its Subsidiaries or any of the Yamana Material JV Entities carries on business. (v) None of Yamana, any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities is subject to any current, pending or, to the knowledge of Yamana, threatened claim, complaint or proceeding for wrongful dismissal, constructive dismissal or any other tort claim relating to employment or termination of employment of employees or independent contractors, or under any applicable Law with respect to employment and labour, except for routine claims for benefits, except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. 3.1-15 (vi) Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities have been since January 1, 2020 and are in material compliance with all terms and conditions of employment and all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, workers’ compensation, human rights, labour relations and privacy and there are no current, pending, or, to the knowledge of Yamana, threatened, material proceedings before any court, board or tribunal with respect to any of the areas listed herein, or otherwise has not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (vii) Gold Fields has been provided with true and complete copies of all material Yamana Benefit Plans. (w) Absence of Certain Changes or Events. Since January 1, 2020: (i) Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities, have operated their respective businesses only in the ordinary course of business; (ii) there has not been any Yamana Material Adverse Effect; and (iii) Yamana and its Subsidiaries have not taken or failed to take any action which, if taken after the date of this Agreement, would constitute a breach of Section 5.1. (x) Litigation. There is no Proceeding against or involving Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana JV Entities or any of their respective properties or assets pending or, to the knowledge of Yamana, threatened and, to the knowledge of Yamana, no event has occurred which would reasonably be expected to give rise to any Proceeding, in each case which, if adversely determined, would reasonably be expected to have a Yamana Material Adverse Effect or would significantly impede the ability of Yamana to consummate the Arrangement. (y) Taxes. Except as disclosed in Section 3.1(y) of the Yamana Disclosure Letter: (i) each of Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities has duly and in a timely manner made or prepared all material Tax Returns required to be made or prepared by it, and duly and in a timely manner filed all material Tax Returns required to be filed by it with the appropriate Governmental Entity, and all such Tax Returns were complete and correct in all material respects; (ii) each of Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities has paid all Taxes, including instalments on account of Taxes for the current year required by applicable Law, which are due and payable by it whether or not assessed by the appropriate Governmental Entity and Yamana has provided adequate accruals in accordance with IFRS in the most recently published financial statements of Yamana for any Taxes of Yamana, each of its Subsidiaries and, to the knowledge of Yamana, each of the Yamana JV Entities for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns, except in each case where the failure to do so would not reasonably be expected to individually or in

3.1-16 the aggregate, have a Yamana Material Adverse Effect. Except as would not reasonably be expected to individually or in the aggregate, have a Yamana Material Adverse Effect since such publication date, no liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business; (iii) all deficiencies for Taxes asserted or assessed against any of Yamana, its Subsidiaries, and, to the knowledge of Yamana, the Yamana JV Entities have been paid in full, accrued on the books of Yamana or finally settled, except to the extent that any such deficiencies would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect; (iv) each of Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities has duly and timely withheld all Taxes required by Law to be withheld by it in connection with any amounts paid or owing to any employee, independent contractor, supplier, creditor, shareholder, non- resident or other third party (including Taxes required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any Person) and has duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by Law to be remitted by it, except where the failure to do so would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect; (v) each of Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities has duly and timely collected all amounts on account of any sales, use or transfer Taxes, including, without limitation, goods and services, harmonized sales, provincial and territorial sales taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by Law to be remitted by it, except where the failure to do so would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect; (vi) none of Yamana, its Subsidiaries, nor, to the knowledge of Yamana, any of the Yamana JV Entities has in place with a Governmental Entity any agreement or extension of time for which to file any material Tax Returns or pay any material amount of Tax, by way of assessment or otherwise, and no such entity has an extension or waiver of a statute of limitation relating to any material amount of Tax; (vii) there are no proceedings, investigations, audits or claims now pending in writing against Yamana, any of its Subsidiaries, or, to the knowledge of Yamana, the Yamana JV Entities in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes, except to the extent that any of the foregoing would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect; 3.1-17 (viii) none of Yamana nor any of its Subsidiaries has received any COVID-19 Subsidy amounts to which it was not entitled. None of Yamana nor any of its Subsidiaries has deferred any payroll tax obligations as permitted under applicable COVID-19 related measures enacted, promulgated or offered as an administrative relief by a Governmental Entity; (ix) for the purposes of the Tax Act and any other relevant Tax purposes: (A) Yamana is a “taxable Canadian corporation” and is resident in Canada and is not resident in any other country; (B) each of Yamana’s Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities is resident in the jurisdiction (or country of which such jurisdiction is a political subdivision) in which it was formed or continued, and is not resident in any other country; (C) to the knowledge of Yamana, none of Yamana, any of its Subsidiaries, nor, to the knowledge of Yamana, any of the Yamana JV Entities (1) has a permanent establishment, or (2) is engaged in trade or business (or comparable non-U.S. standard in any jurisdiction outside of the United States), in either case, in a jurisdiction other than its country of organization; and (D) no written claim has been made by any Governmental Entity in a jurisdiction where Yamana, any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana JV Entities does not file Tax Returns that such entity is or may be subject to Tax by that jurisdiction; (x) none of Yamana, its Subsidiaries nor, to the knowledge of Yamana, any of the Yamana JV Entities is a “United States person” within the meaning of Section 7701(a)(30) of the Code. None of Yamana, its Subsidiaries nor, to the knowledge of Yamana, any of the Yamana JV Entities is a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code; (xi) none of Yamana, its Subsidiaries nor, to the knowledge of Yamana, any of the Yamana JV Entities is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code determined without regard to the repeal of Section 958(b)(4) of the Code; (xii) none of Yamana, nor, to the knowledge of Yamana, any of its Subsidiaries nor the Yamana JV Entities has made an election pursuant to Section 897(i) of the Code; (xiii) since January 1, 2020, none of Yamana, its Subsidiaries nor, to the knowledge of Yamana, any of the Yamana JV Entities has been the “distributing corporation” or a “controlled corporation”, in each case, within the meaning of Section 355 of the Code, with respect to a transaction that was intended to be governed in whole or in part by Section 355 of the Code; 3.1-18 (xiv) none of Yamana, its Subsidiaries nor, to the knowledge of Yamana, any of the Yamana JV Entities is a party to any agreement, understanding or arrangement relating to the allocation or sharing of Taxes (excluding customary commercial agreements entered into in the ordinary course of business the primary subject of which is not Taxes); (xv) there are no Liens for Taxes upon any properties or assets of Yamana, any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana JV Entities (other than Liens (A) relating to Taxes not yet due and payable and for which adequate reserves have been recorded on the most recent balance sheet included in the Yamana Annual Financial Statements and (B) which would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect); (xvi) each of Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities has not, and has never been deemed to have for purposes of the Tax Act or any other Tax Law, entered into any transactions or arrangements with Persons with whom they do not deal at arm’s length (within the meaning of the Tax Act) other than for consideration equal to fair market value. For all transactions between Yamana or any of its Subsidiaries or the Yamana JV Entities, on the one hand, and any non- resident Person with whom Yamana, any of its Subsidiaries or any of the Yamana JV Entities was not dealing at arm’s length for the purposes of the Tax Act, on the other hand, Yamana, its Subsidiaries or, to the knowledge of Yamana, the Yamana JV Entities, as the case may be, has made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) to (c) of the Tax Act. Each of Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities has complied in all respects with all applicable Tax Laws with respect to transfer pricing except where the failure to do so would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect; (xvii) there are no circumstances existing which could result in the application of Section 17, Section 78, Section 79, or Sections 80 to 80.04 of the Tax Act (or any equivalent provision of the taxation legislation of any province or any other jurisdiction) to each of Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities; and (xviii) (A) none of Yamana, its Subsidiaries nor, to the knowledge of the Yamana, any of Yamana’s Affiliates has taken or agreed to take any action that would prevent the Arrangement from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and (B) Yamana is not aware of any agreement, plan or other circumstance that would prevent the Arrangement from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (z) Books and Records. The corporate records and minute books of Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities are currently maintained in accordance with applicable Laws and are complete and accurate in all material respects. 3.1-19 (aa) Insurance. Policies of insurance are in force naming Yamana, a Subsidiary of Yamana or, to the knowledge of Yamana, a Yamana Material JV Entity as an insured that adequately cover all risks as are customarily covered by businesses in the industry in which Yamana, its Subsidiaries and the Yamana Material JV Entities operate, and Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities are in compliance in all material respects with all requirements with respect to such policies. Yamana has disclosed in the Yamana Data Room, a summary listing of all such policies that are material to Yamana (including additional details pertaining to the directors’ & officers’ liability policy). All such policies shall remain in full force and effect (subject to taking into account insurance market conditions and offerings and industry practices) and will not be cancelled or otherwise terminated as a result of the transactions contemplated herein. None of Yamana, its Subsidiaries nor, to the knowledge of Yamana, the Yamana Material JV Entities has failed to promptly give any notice or present any material claim under such policies. (bb) Non-Arm’s Length Transactions. Other than as disclosed in the Yamana Public Documents and other than employment or compensation agreements entered into in the ordinary course of business, no director, officer, employee or agent of, or independent contractor to, Yamana, any of its Subsidiaries, or holder of record or beneficial owner of 5% or more of the Yamana Shares, or associate or affiliate of any such officer, director or beneficial owner, is a party to, or beneficiary of, any loan, guarantee, Contract, arrangement or understanding or other transactions with Yamana or any of its Subsidiaries. (cc) Benefit Plans. (i) Each Yamana Benefit Plan has been established, registered, amended, funded, administered, and invested in all material respects in accordance with its terms and applicable Laws in all material respects and in accordance with their terms, the terms of the material documents that support such Yamana Benefit Plans and the terms of agreements between Yamana and its Subsidiaries on the one hand and the employees (present and former) who are members of, or beneficiaries under, such Yamana Benefit Plans, on the other hand in all material respects, and any contributions required to be made under each Yamana Benefit Plan, as of the date hereof, have been timely made in accordance with the terms of such Yamana Benefit Plan and applicable Laws, and all obligations in respect of each Yamana Benefit Plan have been properly accrued and reflected in the Yamana Annual Financial Statements. All employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each Yamana Benefit Plan have been paid or remitted in a timely fashion in accordance with its terms and all Laws in all material respects. To the knowledge of Yamana, there are no investigations by a Governmental Entity or material claims (other than routine claims for payment of benefits) pending or threatened involving any Yamana Benefit Plan or its assets, and no facts exist which would reasonably be expected to give rise to any such investigation order or material claim (other than routine claims for payment of benefits).

3.1-20 (ii) Except as would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect, (A) all current obligations of Yamana regarding the Yamana Benefit Plans have been satisfied and (B) all contributions, premiums or Taxes required to be made or paid by Yamana by applicable Laws or under the terms of each Yamana Benefit Plan have been made in a timely fashion in accordance with applicable Laws and the terms of such Yamana Benefit Plan. (iii) Other than as disclosed in Section 3.1(cc) of the Yamana Disclosure Letter, there are no pension or retirement income plans of Yamana or any of its Subsidiaries. (iv) The costs of funding the Yamana Benefit Plans are, in all material respects, reflected in the Yamana Financial Statements. (v) No event has occurred respecting any Yamana Benefit Plan which would entitle a Person (without the consent of Yamana) to wind-up or terminate any Yamana Benefit Plan in whole or in part. (vi) To the knowledge of Yamana, there has been no amendment to, announcement by Yamana, any of its Subsidiaries or any of the Yamana Material JV Entities relating to or change in employee participation, coverage, or benefits provided under, any Yamana Benefit Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year. (vii) There are no unfunded liabilities in respect of any Yamana Benefit Plan which provides pension benefits, superannuation benefits or retirement savings, including any “registered pension plans” as that term is defined in the Tax Act, or any supplemental pension plans (including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies, where applicable). (viii) No liabilities or obligations under any of the Yamana Benefit Plans in respect of any employees on disability would reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (ix) None of the Yamana Benefit Plans, or any insurance contract relating thereto, require or permit a retroactive increase in premiums or payments on termination of the Yamana Benefit Plan or any insurance contract relating thereto. (x) All material data necessary to administer each material Yamana Benefit Plan is in the possession or control of Yamana or its agents. (dd) Restrictions on Business Activities. There is no Yamana Material Contract or Order binding upon Yamana or any of its Subsidiaries or, to the knowledge of Yamana, any of the Yamana Material JV Entities that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of Yamana, any of its Subsidiaries or any of the Yamana JV Entities or the conduct of business by Yamana, any of its Subsidiaries or any of the Yamana 3.1-21 Material JV Entities as currently conducted (including following the transaction contemplated by this Agreement) other than Yamana Material Contracts or Orders which have not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (ee) Material Contracts. True and complete copies of the Yamana Material Contracts (other than those to which the Yamana Material JV Entities are parties) have been disclosed in the Yamana Data Room and, to the knowledge of Yamana, true and complete copies of the Yamana Material Contracts to which the Yamana Material JV Entities are parties have been disclosed in the Yamana Data Room. Yamana and its Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities, have performed in all material respects all of the respective obligations required to be performed by them under the Yamana Material Contracts and none of Yamana, or any of its Subsidiaries or, to the knowledge of Yamana, the Yamana Material JV Entities, is in material breach or default under any Yamana Material Contract to which it is a party or bound. To the knowledge of Yamana, there is no material breach or default under any such Yamana Material Contract by any other party thereto. All Yamana Material Contracts are legal, valid, binding and in full force and effect and are enforceable by Yamana (or a Subsidiary of Yamana, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity). Yamana has not received any written or, to the knowledge of Yamana, other notice that any party to a Yamana Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with Yamana or any of its Subsidiaries, and, to the knowledge of Yamana, no such action has been threatened. (ff) Anti-Corruption. (i) None of Yamana, its Subsidiaries nor, to the knowledge of Yamana, the Yamana JV Entities, nor any of their directors, officers, employees, agents or representatives has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of Yamana, its Subsidiaries or the Yamana JV Entities, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such Person in such Person’s official capacity, including a decision to fail to perform such Person’s official function in order to obtain or retain an advantage in the course of business; (B) inducing such Person to use such Person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist Yamana, one of its Subsidiaries or one of the Yamana JV Entities in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or 3.1-22 (C) to assist Yamana, one of its Subsidiaries or one of the Yamana JV Entities in obtaining or retaining business for, with, or directing business to, any Person whether through a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (ii) None of Yamana, its Subsidiaries nor, to the knowledge of Yamana, the Yamana JV Entities, nor any of their directors, officers, employees, agents or representatives has taken any action that is inconsistent with or prohibited by or would cause Yamana, one of its Subsidiaries or one of the Yamana JV Entities to be in violation of the substantive prohibitions or requirements of the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States) or any similar legislation prohibiting corruption, bribery and money laundering in any jurisdiction in which it conducts its business and to which it is subject and all contracts and arrangements between Yamana, one of its Subsidiaries or one of the Yamana JV Entities and any other Person are in compliance with such laws, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. Since January 1, 2020, Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and representatives in place in respect thereof as are appropriate to prevent and detect violations of laws prohibiting corruption, bribery and money laundering. (iii) None of Yamana, its Subsidiaries nor, to the knowledge of Yamana, the Yamana JV Entities nor any of its directors, officers, employees, agents or representatives has (A) conducted or initiated any review, audit or internal investigation to determine whether, or has concluded that, Yamana, one of its Subsidiaries or one of the Yamana JV Entities or any of their respective directors, officers, employees, agents or representatives has violated any Laws prohibiting corruption, bribery or money laundering or committed any wrongdoing thereunder, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing anti- corruption, anti-bribery and money laundering Laws, in each case with respect to any alleged act or omission arising under or relating to non- compliance with any such Laws, or received any notice, request or citation from any Person alleging non-compliance with any such Laws, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Yamana Material Adverse Effect. (iv) Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana JV Entities have maintained systems of internal controls intended to ensure compliance with the Corruption of Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States) or any similar legislation prohibiting corruption, bribery and money laundering. 3.1-23 (gg) Sanctions. (i) Neither Yamana, nor any of its Subsidiaries or joint ventures, nor any of their respective directors, officers or employees nor, to the knowledge of Yamana, any agents or Persons acting on any of their behalf: (A) is a Restricted Party; or (B) has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority. (ii) None of Yamana, any of its Subsidiaries nor, to the knowledge of the Yamana, any director, officer, employee or agent of Yamana or any of its Subsidiaries is a Person that is, or is owned or controlled by Persons that are: (A) the subject/target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions, including Crimea, Cuba, Iran, North Korea, and Syria). (iii) Yamana, its Subsidiaries and their respective directors, officers and employees and, to the knowledge of Yamana, the agents of Yamana and its Subsidiaries are in compliance with all applicable Sanctions in all material respects. Yamana and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with applicable Sanctions. (iv) Yamana represents and covenants that for the past three years, neither Yamana nor any of its Subsidiaries nor, to the knowledge of Yamana, any director, officer, employee or agent of Yamana has knowingly engaged in, or is now knowingly engaged in, or will engage in, any dealings or transactions with a Restricted Person or in violation of Sanctions. (hh) Indigenous Claims. None of Yamana, its Subsidiaries nor, to the knowledge of Yamana, the Yamana Material JV Entities, has received any written notice of an Indigenous Claim, which relates to either the Yamana Real Property Interests or the Yamana Mineral Rights or to their respective operations and businesses except for such Indigenous Claims that would not, individually or in the aggregate, have a Yamana Material Adverse Effect. There are no ongoing or outstanding negotiations with any Indigenous group concerning an impact benefit or other material agreement between an Indigenous group and Yamana, its Subsidiaries, or any of the Yamana Material JV Entities. (ii) Community Groups. To the knowledge of Yamana: (i) no authorized legal representative of any community in the vicinity of any of the Yamana Material Properties has communicated in writing to Yamana or any of its Subsidiaries a requirement that (A) the consent of such community be obtained as a condition to continued operation of any such properties or (B) a material increase in the compensation payments payable by Yamana or any of its Subsidiaries under any community development or social framework or similar agreements as a condition to the continued operation of such properties.

3.1-24 (ii) other than as disclosed in Section 3.1(ii) of the Yamana Disclosure Letter, no dispute exists or is threatened in writing between community groups and Yamana, its Subsidiaries and, to the knowledge of Yamana, the Yamana Material JV Entities with respect to their respective businesses, assets and operations, except for such disputes that would not, individually or in the aggregate, have a Yamana Material Adverse Effect. (jj) Brokers; Expenses. Except for the fees to be paid to Canaccord Genuity Corp., Stifel Nicolaus Canada Inc. and Scotia Capital Inc., pursuant to their respective engagement letters with Yamana, true and complete copies of which have been provided to Gold Fields, none of Yamana, any of its Subsidiaries, nor any of their respective officers, directors or employees has employed any broker, finder, investment banker, financial advisor or other Person or incurred any liability for any brokerage fees, commissions, finder’s fees, financial advisory fees or other similar fees in connection with the transactions contemplated by this Agreement. (kk) Fairness Opinion. As of the date hereof: (i) Each of Canaccord Genuity Corp. and Scotia Capital Inc., financial advisors to the Yamana Board, have delivered the Yamana Fairness Opinions to the Yamana Board to the effect that as of the date of such Opinions, subject to the assumptions and limitations set out therein, the Consideration to be received by Yamana Shareholders pursuant to the Arrangement is fair from a financial point of view to Yamana Shareholders; and (ii) Yamana has been authorized by Canaccord Genuity Corp. and Scotia Capital Inc. to permit inclusion of the Yamana Fairness Opinions and references thereto in the Yamana Circular, subject to their review and approval thereof. (ll) Cultural Business. Yamana is not a “cultural business” within the meaning of the Investment Canada Act. (mm) No “Collateral Benefit”. To the knowledge of Yamana, no related party of Yamana (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Yamana Shares, except for related parties who will not receive a “collateral benefit” (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement. (nn) HSR Act. Yamana and its Subsidiaries do not hold, and will not hold at the closing of the Arrangement, assets located in the United States with a value that exceeds US$101 million and Yamana and its Subsidiaries did not generate sales in or into the United States, the sum of which exceeded US$101 million during Yamana’s most recent fiscal year. SCHEDULE 4.1 REPRESENTATIONS AND WARRANTIES OF GOLD FIELDS Defined Terms As used in this schedule, capitalized terms have the meanings ascribed thereto in the Arrangement Agreement to which this schedule is appended, and the following terms have the following meanings: “Gold Fields Annual Financial Statements” means the audited consolidated financial statements for Gold Fields as of and for each of the fiscal years ended on December 31, 2020 and December 31, 2021 (including the notes thereto and the auditor’s report thereon) included in Gold Fields’ annual report on Form 20-F filed with the SEC on March 31, 2022; “Gold Fields Balance Sheet” has the meaning given to it in Section (n) of this Schedule 4.1; “Gold Fields JV Entities” means any corporations or entities in which Gold Fields or any of its Subsidiaries directly owns 20% or more of the shares or equity interest, and which is not otherwise a Subsidiary (and for greater certainty includes the Gold Fields Material JV Entities); “Gold Fields Material JV Entities” means the entities listed as Gold Fields Material JV Entities in Section 4.1(d)(ii) of the Gold Fields Disclosure Letter; “Gold Fields Material Properties” has the meaning given to it in Section 4.1(s)(i) of the Gold Fields Disclosure Letter; “Gold Fields Material Subsidiaries” means the entities listed as Gold Fields Material Subsidiaries in Section 4.1(d)(ii) of the Gold Fields Disclosure Letter; “Gold Fields Mineral Rights” has the meaning given to it in Section (p)(ii) of this Schedule 4.1; “Gold Fields Real Property Interests” has the meaning given to it in Section (p)(i) of Schedule 4.1; “Gold Fields Shareholder Approval” means the approval of the Gold Fields Resolutions by Gold Fields Shareholders at the Gold Fields Meeting; “Restricted Party” means a Person that is: (i) listed on, or owned or controlled (directly or indirectly) by a Person listed on, or acting on behalf of a Person listed on, any Sanctions List, (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of Sanctions, or (iii) otherwise a target of Sanctions; “Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) the United States government; (ii) the United Nations; (iii) the European Union (iv) the United Kingdom; (v) Canada or (vi) the respective governmental institutions and agencies of any of the foregoing, including, 4.1-2 without limitation, the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), the United States Department of State, Global Affairs Canada (“GAC”) and Her Majesty’s Treasury (“HMT”) or any other relevant sanctions authority (together the “Sanctions Authorities”); “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated Canadian Autonomous Sanctions List, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities; and “S-K 1300” means Subpart 1300 of Regulation S-K under the U.S. Securities Act. REPRESENTATIONS AND WARRANTIES OF GOLD FIELDS (a) Organization and Qualification. Gold Fields and each of the Gold Fields Material Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields Material JV Entities is a corporation duly incorporated or an entity duly created and validly existing under all applicable Laws of its jurisdiction of incorporation, continuance or creation and has all corporate power and capacity to own its assets and conduct its business as now owned and conducted. Gold Fields, each of the Gold Fields Material Subsidiaries and, to the knowledge of Gold Fields, each of the Gold Fields Material JV Entities is duly qualified to carry on business and is in good standing in each jurisdiction in which its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary, except where the failure to be so registered or in good standing would not, individually or in the aggregate, have a Gold Fields Material Adverse Effect. True and complete copies of the constating documents of Gold Fields have been disclosed in the Gold Fields Data Room, and no action has been taken to amend or supersede such constating documents of Gold Fields. (b) Authority Relative to this Agreement. Gold Fields has the requisite corporate power and authority to enter into this Agreement and the agreements and other documents to be entered into by it hereunder and, subject to obtaining Gold Fields Shareholder Approval, to perform its obligations hereunder and thereunder. The execution and delivery and performance of this Agreement, the Arrangement and the agreements and other documents to be entered into by Gold Fields hereunder and the consummation by Gold Fields of the transactions contemplated hereunder and thereunder have been duly authorized by the Gold Fields Board, and no other corporate proceedings on the part of Gold Fields are necessary to authorize this Agreement and the agreements and other documents to be entered into by it hereunder or the consummation of the Arrangement, other than obtaining approval of the Gold Fields Circular by the Gold Fields Board and the Gold Fields Shareholder Approval. This Agreement has been duly executed and delivered by Gold Fields and constitutes a valid and binding obligation of Gold Fields, enforceable by Yamana against Gold Fields in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. 4.1-3 (c) No Conflict; Required Filings and Consent. The execution and delivery by Gold Fields of this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or both, or the happening of any other event or condition): (i) violate, conflict with or result in a breach or default of: (A) any provision of the articles, by-laws or other constating documents or partnership agreements of Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities; (B) any Gold Fields Material Contract or Authorization to which Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities is a party or by which Gold Fields or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, have a Gold Fields Material Adverse Effect; or (C) any Law to which Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities is subject or by which Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities is bound, subject to receipt of the Regulatory Approvals and except as would not, individually or in the aggregate, have a Gold Fields Material Adverse Effect; (ii) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Gold Fields is entitled, under any Gold Fields Material Contract or Authorization to which Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities is a party, except as would not, individually or in the aggregate, have a Gold Fields Material Adverse Effect; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change of control provision or any restriction or limitation, or require any consent or other action by any Person, under any Gold Fields Material Contract or Authorization, or result in the imposition of any Lien upon any of Gold Fields’ assets or the assets of any of the Gold Fields’ Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities except as would not, individually or in the aggregate, have a Gold Fields Material Adverse Effect. Other than the Regulatory Approvals, such filings and approvals required by the applicable rules and policies of the JSE and the NYSE, the Interim Order and the Final Order, no Authorization of, or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity is necessary on the part of Gold Fields or any of its Subsidiaries or the Gold

4.1-4 Fields Material JV Entities for the consummation by Gold Fields of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement, except for such Authorizations and filings as to which the failure to obtain or make would not, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (d) Subsidiaries. (i) Gold Fields has no material Subsidiaries other than the Gold Fields Material Subsidiaries. (ii) Except as set forth in Section 4.1(d)(ii) of the Gold Fields Disclosure Letter, Gold Fields is, directly or indirectly, the registered and beneficial owner of (A) with respect to each Gold Fields Material Subsidiary, all of its issued and outstanding securities, and (B) with respect to each Gold Fields Material JV Entity, the ownership percentage set forth in the Gold Fields Public Documents, in each case free and clear of all Liens (other than Permitted Liens), and all of the issued and outstanding securities of the Gold Fields Material Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields Material JV Entities have been duly and validly authorized and issued, are fully paid, and if such entity is a corporation, are non- assessable. No securities of the Gold Fields Material Subsidiaries or the Gold Fields Material JV Entities have been issued in violation of any Law or pre-emptive or similar rights. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) regarding the right to acquire any securities or other ownership interests in any of the Gold Fields Material Subsidiaries or to the knowledge of Gold Fields, the Gold Fields Material JV Entities. (e) Compliance with Laws and Constating Documents. (i) The operations of Gold Fields and its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields JV Entities have been since January 1, 2020 and are now being conducted in material compliance with all Laws of each jurisdiction, the Laws of which have been and are now applicable to the operations of Gold Fields, of any of its Subsidiaries and of any Gold Fields JV Entities, and none of Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields JV Entities has received any notice of any alleged violation of any such Laws, other than non- compliance or violations which have not had and would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (ii) None of Gold Fields or any of its Subsidiaries or the Gold Fields JV Entities is in conflict with, or in default under or in violation of its articles or by-laws or equivalent organizational documents except for such violation or default which would not, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (f) Authorizations. Gold Fields and its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields JV Entities have obtained all material Authorizations 4.1-5 necessary for the ownership, operation and use of the assets of Gold Fields, its Subsidiaries and the Gold Fields JV Entities or otherwise in connection with carrying on the business and operations of Gold Fields, its Subsidiaries and the Gold Fields JV Entities in compliance with all applicable Laws, except where the failure to have any such Authorization would not, individually or in the aggregate, have a Gold Fields Material Adverse Effect. Such Authorizations are in full force and effect in accordance with their terms. Gold Fields and its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields JV Entities have fully complied with and are in compliance with all such Authorizations. There is no action, investigation or proceeding pending or, to the knowledge of Gold Fields threatened, regarding any such Authorizations, which if successful would, individually or in the aggregate, have a Gold Fields Material Adverse Effect. None of Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields JV Entities or any of their respective officers or directors, has received any notice, whether written or oral, of revocation or non-renewal or material amendments of any such Authorizations, or of any intention of any Person to revoke or refuse to renew or to materially amend any of such Authorizations, except in each case, for revocations, non-renewals or amendments which would not, individually or in the aggregate, have a Gold Fields Material Adverse Effect, and all Authorizations of Gold Fields and its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields JV Entities continue to be effective in order for Gold Fields, its Subsidiaries and the Gold Fields JV Entities to continue to conduct their respective businesses as they are currently being conducted. To the knowledge of Gold Fields, no Person other than Gold Fields or a wholly owned Subsidiary thereof owns or has any proprietary, financial or other interest (direct or indirect) in any Authorizations of Gold Fields or its wholly owned Subsidiaries. (g) Capitalization. (i) The authorized share capital of Gold Fields consists of 2,000,000,000 Gold Fields Shares. As of the date of this Agreement there are: (A) 891,377,583 Gold Fields Shares validly issued and outstanding as fully paid and non- assessable shares of Gold Fields, and (B) (1) 2,647,041 Gold Fields Performance Shares and (2) 90,013 Gold Fields Matching Shares. All Gold Fields Shares have been, and all Gold Fields Shares issuable upon the vesting or exercise of the options to purchase Gold Fields Shares in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable shares of Gold Fields and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights. Except for the options to purchase Gold Fields Shares, referred to in this Section (g)(i), as of the date of this Agreement, there are no issued, outstanding or authorized options, warrants, conversion privileges, calls, or pre-emptive, redemption, repurchase, stock appreciation or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Gold Fields, any of its Subsidiaries or any of the Gold Fields JV Entities to issue or sell any shares in the capital of Gold Fields or shares, partnership interests or other equity interests of any of its Subsidiaries or any of the Gold Fields JV Entities or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribed for any shares in the capital of Gold Fields or shares, 4.1-6 partnership interests or other equity interests of any of its Subsidiaries or any of the Gold Fields JV Entities or the value of which is based on the value of the securities of Gold Fields or any of its Subsidiaries or any of the Gold Fields JV Entities, and other than the Gold Fields 2012 Share Plan, there are no equity or security based compensation arrangements maintained by Gold Fields. (ii) All outstanding securities of Gold Fields have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them. (iii) There are no issued, outstanding or authorized bonds, debentures or other evidences of indebtedness of Gold Fields, its Subsidiaries or the Gold Fields Material JV Entities or any other agreements, arrangements, instruments or commitments of any kind outstanding giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with Gold Fields Shareholders on any matter. (iv) The Consideration Shares to be issued at the Effective Time will be duly authorized and validly issued by Gold Fields as fully paid and non- assessable shares of Gold Fields, free and clear of all Liens. (h) Shareholder and Similar Agreements. Neither Gold Fields nor any of its Subsidiaries nor, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities is party to any shareholder, pooling, voting trust or other similar agreement or arrangement relating to the issued and outstanding shares in the capital of Gold Fields, any of its Subsidiaries or any of the Gold Fields Material JV Entities or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in Gold Fields, any of its Subsidiaries or any of the Gold Fields Material JV Entities, and Gold Fields has not adopted a shareholder rights plan or any other similar plan or agreement. (i) Stock Exchange Compliance. There is no Order delisting, suspending or cease trading any securities of Gold Fields. The Gold Fields Shares are listed for trading on the JSE, and the Gold Fields ADSs are listed on the NYSE. The Gold Fields Shares and the Gold Fields ADSs are not listed on any exchange other than the JSE and NYSE, and Gold Fields is in compliance in all material respects with the applicable listing rules and regulations of the JSE and NYSE. (j) U.S. Securities Law Matters. (i) The Gold Fields Shares and the Gold Fields ADSs are registered pursuant to Section 12(b) of the U.S. Exchange Act and Gold Fields is in material compliance with its reporting obligations pursuant to Section 13 of the U.S. Exchange Act. (ii) Other than the Gold Fields Shares and the Gold Fields ADSs, Gold Fields does not have any class of equity securities registered under the U.S. Exchange Act, nor is Gold Fields currently subject to any reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act. 4.1-7 (iii) Gold Fields is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended. (k) South Africa Securities Law Matters. The Gold Fields Shares are admitted to listing and trading on the Main Board of the JSE. (l) Reports. Since January 1, 2020, Gold Fields has timely filed or furnished, as applicable, all Gold Fields Public Documents that Gold Fields is required to file or furnish under U.S. Securities Laws, other than such documents that the failure to file or furnish would, individually or in the aggregate, not have a Gold Fields Material Adverse Effect. Gold Fields Public Documents at the time filed (i) did not contain any material misrepresentation, (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) complied in all material respects with the requirements of applicable U.S. Securities Laws. Any amendments to Gold Fields Public Documents required to be made under U.S. Securities Laws have been filed on a timely basis. Gold Fields has not filed any confidential material change report with any Governmental Entity which at the date hereof remains confidential or any other confidential filings filed under U.S. Securities Laws or with any Governmental Entity. (m) Financial Statements. (i) The Gold Fields Financial Statements have been, and all financial statements of Gold Fields (including any notes thereto) which are publicly disseminated by Gold Fields in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with IFRS applied on a basis consistent with prior periods (except where IFRS has changed and new accounting standards become effective for the subsequent period) and all applicable Laws and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position and results of operations of Gold Fields and its Subsidiaries as of the respective dates thereof and their results of operations and cash flows for the respective periods covered thereby. (ii) The management of Gold Fields has established and maintains a system of disclosure controls and procedures, including “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the U.S. Exchange Act) designed to provide reasonable assurance that information required to be disclosed by Gold Fields in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified by such Laws imposed by such Governmental Entities. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Gold Fields in its annual filings, interim filings or other securities filings filed or submitted under the applicable Laws imposed by Governmental Entities is accumulated and communicated to Gold Fields’ management, including its chief executive officer and chief financial officer

4.1-8 (or Persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure. (iii) Gold Fields maintains internal control over financial reporting, including “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the U.S. Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Gold Fields and its Subsidiaries, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures of Gold Fields and its Subsidiaries are being made only with authorizations of management and directors of Gold Fields and its Subsidiaries, and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Gold Fields or its Subsidiaries that could have a material effect on its financial statements. To the knowledge of Gold Fields, as of the date of this Agreement (x) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Gold Fields that are reasonably likely to adversely affect the ability of Gold Fields to record, process, summarize and report financial information; and (y) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Gold Fields. (iv) There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Gold Fields or any of its Subsidiaries with unconsolidated entities or other Persons which are not reflected in the Gold Fields Financial Statements. (v) The financial books, records and accounts of Gold Fields and each of its Subsidiaries and, to the knowledge of Gold Fields, each of the Gold Fields Material JV Entities: (A) have been maintained, in all material respects, in accordance with IFRS; and (B) accurately and fairly reflect the basis for Gold Fields’ financial statements in all material respects. (vi) None of Gold Fields, any of its Subsidiaries, nor any of the respective directors, officers, employees, auditors, accountants or representatives of any of the foregoing, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Gold Fields or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Gold Fields or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Gold Fields Board. 4.1-9 (n) Undisclosed Liabilities. None of Gold Fields nor any of its Subsidiaries nor, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities, has any material liabilities or obligations of any nature, whether or not accrued, contingent, absolute, determined, determinable or otherwise, except for (i) liabilities and obligations that are specifically presented on the audited condensed consolidated balance sheet of Gold Fields as of December 31, 2021 (the “Gold Fields Balance Sheet”) or disclosed in the notes thereto, (ii) those incurred in the ordinary course of business since the date of the Gold Fields Balance Sheet and consistent with past practice and (iii) those incurred in connection with the execution of this Agreement. (o) Sarbanes-Oxley Compliance. Each of the principal executive officer and the principal financial officer of Gold Fields (or each former principal executive officer and each former principal financial officer of Gold Fields, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the U.S. Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act with respect to the Gold Fields Annual Financial Statements and the statements contained in such certifications were true and accurate in all material respects as of the dates made in such Gold Fields Annual Financial Statements. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. Neither Gold Fields nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Sarbanes-Oxley Act) any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley Act) to directors or executive officers (as defined in Rule 3b-7 under the U.S. Exchange Act) of Gold Fields or any of its Subsidiaries. Gold Fields is in material compliance with all applicable provisions of the Sarbanes-Oxley Act and the applicable listing rules of the NYSE. (p) Title. Gold Fields, its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields JV Entities: (i) have good and sufficient title to their real property interests, including fee simple estate of and in real property, leases, easements, rights of way, permits or licenses from landowners or authorities permitting the use of land by Gold Fields, its Subsidiaries or the Gold Fields JV Entities, as applicable, necessary to permit the operation of Gold Fields’ business as presently owned and conducted in all material respects (collectively, “Gold Fields Real Property Interests”); and (ii) hold their mineral concession, claims, leases, licenses, permits, access rights and other rights and interests necessary to explore for, develop, mine, produce, process or refine, minerals, concentrates or ores for development purposes on their properties (collectively, the “Gold Fields Mineral Rights”), free and clear of all Liens (other than Permitted Liens). (q) No Defaults under Leases and Agreements. (i) None of Gold Fields nor any of its Subsidiaries nor, to the knowledge of Gold Fields, any of the Gold Fields JV Entities has received notice of any default under any of the leases and other title and operating documents or any other agreement or instrument pertaining to the Gold Fields Real 4.1-10 Property Interests or the Gold Fields Mineral Rights to which Gold Fields, any of its Subsidiaries or any of the Gold Fields JV Entities is a party or by or to which Gold Fields or any such assets are bound or subject, except to the extent that such defaults have not had and would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (ii) (A) Gold Fields, its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields JV Entities are in good standing under all, and are not in default under any, and (B) there is no existing condition, circumstance or matter which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default under any, leases and other title and operating documents or any other agreements and instruments pertaining to the Gold Fields Real Property Interests and the Gold Fields Mineral Rights to which it is a party or by or to which it or such assets are bound or subject and, to the knowledge of Gold Fields, all such leases, title and operating documents and other agreements and instruments are in good standing and in full force and effect and none of the counterparties to such leases, title and operating documents and other agreements and instruments is in default thereunder except to the extent that such defaults have not had and would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (r) Expropriation. No properties or assets of Gold Fields or its Subsidiaries or, to the knowledge of Gold Fields, the Gold Fields Material JV Entities, subject to the Gold Fields Real Property Interests or the Gold Fields Mineral Rights has been taken or appropriated by any Governmental Entity, nor has any notice or proceeding in respect thereof been given or commenced, nor, to the knowledge of Gold Fields, is there any intent or proposal to give any such notice or to commence any such proceeding, except as would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (s) Gold Fields Mineral Reserves and Resources. (i) The Gold Fields Material Properties are the only material properties of Gold Fields for the purposes of S-K 1300. (ii) Each of the technical report summaries relating to the Gold Fields Material Properties filed pursuant to S-K 1300 complied in all material respects with the requirements of S-K 1300 at the respective time of filing thereof. (iii) The mineral reserves and mineral resources for the Gold Fields Mineral Rights were prepared, in all material respects, in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in accordance with applicable Laws, including the requirements of S-K 1300. There has been no material reduction in the aggregate amount of estimated mineral resources or mineral reserves of Gold Fields from the amounts set forth in the Gold Fields Public Documents, other than as a result of production activities in the ordinary course. All material information regarding the Gold Fields Real Property Interests or the Gold Fields Mineral Rights, including all drill results, 4.1-11 technical reports and studies, that are required to be disclosed at Law, have been disclosed in the Gold Fields Public Documents on or before the date hereof. (t) Royalties and Rentals Paid. All rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of Gold Fields and its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields JV Entities, have been: (i) duly paid; (ii) duly performed; or (iii) provided for prior to the date hereof, except to the extent that such non-payment, non-performance or non- provision would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (u) Absence of Certain Changes or Events. Since December 31, 2021: (i) Gold Fields and its Subsidiaries have operated their respective businesses only in the ordinary course of business; (ii) there has not been any Gold Fields Material Adverse Effect; and (iii) Gold Fields and its Subsidiaries have not taken or failed to take any action which, if taken after the date of this Agreement, would constitute a breach of Section 5.2. (v) Litigation. Except as set forth in Section 4.1(v) of the Gold Fields Disclosure Letter, there is no Proceeding against or involving Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields JV Entities or any of their respective properties or assets pending or, to the knowledge of Gold Fields, threatened and, to the knowledge of Gold Fields, no event has occurred which would reasonably be expected to give rise to any Proceeding, in each case which, if adversely determined, would reasonably be expected to have a Gold Fields Material Adverse Effect or would prevent, significantly impede or materially delay the ability of Gold Fields to consummate the Arrangement. (w) Environmental. Except as disclosed in the Gold Fields Public Documents and Section 4.1(w) of the Gold Fields Disclosure Letter, and except as has not had and would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect, the operations of Gold Fields and each of its Subsidiaries are in compliance in all material respects with Environmental Laws. (x) Employment Matters. Except as set forth in Section 4.1(x) of the Gold Fields Disclosure Letter or otherwise disclosed in the Gold Fields Public Documents, there is no labour strike, dispute, work slowdown or stoppage pending or involving, or to the knowledge of Gold Fields threatened against Gold Fields, any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities, and no such event has occurred within the last two years. (y) Ownership of Yamana Shares. None of Gold Fields nor any of its Subsidiaries or affiliates or any Person acting jointly or in concert with them in respect of the transactions contemplated by this Agreement beneficially owns or exercises control or direction over any securities of Yamana. (z) Taxes. Except as disclosed in Section 4.1(z) of the Gold Fields Disclosure Letter:

4.1-12 (i) each of Gold Fields and its Subsidiaries has duly and in a timely manner made or prepared all material Tax Returns required to be made or prepared by it, and duly and in a timely manner filed all material Tax Returns required to be filed by it with the appropriate Governmental Entity, and all such Tax Returns were complete and correct in all material respects; (ii) each of Gold Fields and its Subsidiaries has paid all Taxes, including instalments on account of Taxes for the current year required by applicable Law, which are due and payable by it whether or not assessed by the appropriate Governmental Entity and Gold Fields has provided adequate accruals in accordance with IFRS in the most recently published financial statements of Gold Fields for any Taxes of Gold Fields and each of its Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns, except in each case where the failure to do so would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. Except as would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect since such publication date, no liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business; (iii) each of Gold Fields and its Subsidiaries has duly and timely withheld all Taxes required by Law to be withheld by it (including Taxes required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the benefit of any Person) and has duly and timely remitted to the appropriate Governmental Entity such Taxes or other amounts required by Law to be remitted by it, except where the failure to do so would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect; (iv) each of Gold Fields and its Subsidiaries has duly and timely collected all amounts on account of any sales, use or transfer Taxes, including, without limitation, goods and services, harmonized sales, provincial and territorial sales taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Entity such amounts required by Law to be remitted by it, except where the failure to do so would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect; (v) there are no material proceedings, investigations, audits or claims now pending in writing against Gold Fields or any of its Subsidiaries in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes, except to the extent that any of the foregoing would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect; (vi) neither Gold Fields nor any of its Subsidiaries has been the “distributing corporation” or a “controlled corporation”, in each case, within the meaning 4.1-13 of Section 355 of the Code, with respect to a transaction that was intended to be governed in whole or in part by Section 355 of the Code; (vii) there are no Liens for Taxes upon any properties or assets of Gold Fields or any of its Subsidiaries (other than Liens (A) relating to Taxes not yet due and payable and for which adequate reserves have been recorded on the most recent balance sheet included in the Gold Fields Annual Financial Statements and (B) which would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect); (viii) for the purposes of the Tax Act and any other relevant Tax purposes, Gold Fields and each of its Subsidiaries is resident in the jurisdiction (or country of which such jurisdiction is a political subdivision) in which it was formed or continued, and is not resident in any other country; and (ix) (A) none of Gold Fields, its Subsidiaries nor, to the knowledge of the Gold Fields, any of Gold Fields’ Affiliates has taken or agreed to take any action that would prevent the Arrangement from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and (B) Gold Fields is not aware of any agreement, plan or other circumstance that would prevent the Arrangement from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (aa) Books and Records. The corporate records and minute books of Gold Fields and its Subsidiaries are currently maintained in accordance with applicable Laws and are complete and accurate in all material respects. (bb) Insurance. Gold Fields, its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields Material JV Entities have in place reasonable and prudent insurance policies that adequately cover all risks as are customarily covered by businesses in the industry in which Gold Fields, its Subsidiaries and the Gold Fields Material JV Entities operate, and Gold Fields and its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields Material JV Entities are in compliance in all material respects with all requirements with respect to such policies. (cc) Non-Arm’s Length Transactions. Other than as disclosed in the Gold Fields Public Documents and other than employment or compensation agreements entered into in the ordinary course of business, no director, officer, employee or agent of, or independent contractor to, Gold Fields, any of its Subsidiaries, or holder of record or beneficial owner of 5% or more of the Gold Fields Shares, or associate or affiliate of any such officer, director or beneficial owner, is a party to, or beneficiary of, any loan, guarantee, Contract, arrangement or understanding or other transactions with Gold Fields or any of its Subsidiaries. (dd) Restrictions on Business Activities. There is no Gold Fields Material Contract or Order binding upon Gold Fields or any of its Subsidiaries or, to the knowledge of Gold Fields, any of the Gold Fields Material JV Entities that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of Gold Fields, any of its Subsidiaries or any of the Gold Fields JV Entities or the conduct of business by Gold Fields, any of its 4.1-14 Subsidiaries or any of the Gold Fields Material JV Entities as currently conducted (including following the transaction contemplated by this Agreement) other than Gold Fields Material Contracts or Orders which have not had and would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (ee) Material Contracts. True and complete copies of the Gold Fields Material Contracts have been disclosed in the Gold Fields Data Room or are part of the Gold Fields Public Documents. Gold Fields and its Subsidiaries have performed in all material respects all of the respective obligations required to be performed by them under the Gold Fields Material Contracts and none of Gold Fields, any of its Subsidiaries is in material breach or default under any Gold Fields Material Contract to which it is a party or bound. To the knowledge of Gold Fields, there is no material breach or default under any such Gold Fields Material Contract by any other party thereto. All Gold Fields Material Contracts are legal, valid, binding and in full force and effect and are enforceable by Gold Fields (or a Subsidiary of Gold Fields, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity). Gold Fields has not received any written or, to the knowledge of Gold Fields, other notice that any party to a Gold Fields Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with Gold Fields or any of its Subsidiaries, and, to the knowledge of Gold Fields, no such action has been threatened. (ff) Anti-Corruption. (i) None of Gold Fields, its Subsidiaries nor, to the knowledge of Gold Fields, the Gold Fields JV Entities, nor any of their directors, officers, employees, agents or representatives has, directly or indirectly, offered, promised, agreed, paid, authorized, given or taken any act in furtherance of any such offer, promise, agreement, payment or authorization on behalf of Gold Fields, its Subsidiaries or the Gold Fields JV Entities, anything of value, directly or indirectly, to any official of a Governmental Entity, any political party or official thereof or any candidate for political office, for the purpose of any of the following: (A) influencing any action or decision of such Person in such Person’s official capacity, including a decision to fail to perform such Person’s official function in order to obtain or retain an advantage in the course of business; (B) inducing such Person to use such Person’s influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity to assist Gold Fields, one of its Subsidiaries or one of the Gold Fields JV Entities in obtaining or retaining business for, with, or directing business to, any Person or otherwise to obtain or retain an advantage in the course of business; or (C) to assist Gold Fields, one of its Subsidiaries or one of the Gold Fields JV Entities in obtaining or retaining business for, with, or 4.1-15 directing business to, any Person, whether through a bribe, rebate, payoff, influence payment, kickback or illegal or improper payment, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (ii) None of Gold Fields, its Subsidiaries nor, to the knowledge of Gold Fields, the Gold Fields JV Entities, nor any of their directors, officers, employees, agents or representatives has taken any action that is inconsistent with or prohibited by or would cause Gold Fields, one of its Subsidiaries or one of the Gold Fields JV Entities to be in violation of the substantive prohibitions or requirements of the Foreign Corrupt Practices Act of 1977 (United States) or any similar legislation prohibiting corruption, bribery and money laundering in any jurisdiction in which it conducts its business and to which it is subject and all contracts and arrangements between Gold Fields, one of its Subsidiaries or one of the Gold Fields JV Entities and any other Person are in compliance with such laws, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. Since January 1, 2020, Gold Fields, its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields JV Entities have maintained policies and procedures applicable to it and their respective directors, officers, employees, agents and representatives in place in respect thereof as are appropriate to prevent and detect violations of laws prohibiting corruption, bribery and money laundering. (iii) None of Gold Fields, its Subsidiaries nor, to the knowledge of Gold Fields, the Gold Fields JV Entities nor any of its directors, officers, employees, agents or representatives has (A) conducted or initiated any review, audit or internal investigation to determine whether, or has concluded that, Gold Fields, one of its Subsidiaries or one of the Gold Fields JV Entities or any of their respective directors, officers, employees, agents or representatives has violated any Laws prohibiting corruption, bribery or money laundering or committed any wrongdoing thereunder, or (B) made a voluntary, directed or involuntary disclosure to any Governmental Entity responsible for enforcing anti- corruption, anti-bribery and money laundering Laws, in each case with respect to any alleged act or omission arising under or relating to non- compliance with any such Laws, or received any notice, request or citation from any Person alleging non-compliance with any such Laws, other than such actions which have not had and would not reasonably be expected to, individually or in the aggregate, have a Gold Fields Material Adverse Effect. (iv) Gold Fields, its Subsidiaries and, to the knowledge of Gold Fields, the Gold Fields JV Entities have maintained systems of internal controls intended to ensure compliance with the Foreign Corrupt Practices Act of 1977 (United States) or any similar legislation prohibiting corruption, bribery and money laundering.

4.1-16 (gg) Sanctions. (i) Neither Gold Fields, nor any of its Subsidiaries or joint ventures, nor any of their respective directors, officers or employees nor, to the knowledge of Gold Fields, any agents or Persons acting on any of their behalf: (A) is a Restricted Party; or (B) has received written notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority. (ii) None of Gold Fields, any of its Subsidiaries nor, to the knowledge of the Gold Fields, any director, officer, employee or agent of Gold Fields or any of its Subsidiaries is a Person that is, or is owned or controlled by Persons that are: (A) the subject/target of any Sanctions, or (B) located, organized or resident in a country or territory that is the subject of Sanctions, including Crimea, Cuba, Iran, North Korea, and Syria). (iii) Gold Fields represents and covenants that for the past three years, neither Gold Fields nor any of its Subsidiaries nor, to the knowledge of Gold Fields, any director, officer, employee or agent of Gold Fields has knowingly engaged in, or is now knowingly engaged in, or will engage in, any dealings or transactions with a Restricted Person or in violation of Sanctions. (hh) Brokers; Expenses. Except for the fees to be paid to Bank of America Securities pursuant to its engagement letter with Gold Fields, a true and complete copy of which has been provided to Yamana, none of Gold Fields, any of its Subsidiaries, nor the Gold Fields JV Entities nor any of their respective officers, directors or employees has employed any broker, finder, investment banker, financial advisor or other Person or incurred any liability for any brokerage fees, commissions, finder’s fees, financial advisory fees or other similar fees in connection with the transactions contemplated by this Agreement. (ii) Freely Tradeable Shares. The Consideration Shares to be issued pursuant to the Arrangement shall be registered or qualified for distribution, or exempt from or not subject to any requirement for registration or qualification for distribution, under Canadian Securities Laws, U.S. federal securities laws and the state securities of each U.S. state where holders entitled to receive such shares are located. Such securities shall not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and shall not be subject to any “hold period” resale restrictions under National Instrument 45-102 - Resale of Securities of the Canadian Securities Authorities. (jj) Investment Canada Act. Gold Fields is a WTO investor within the meaning of the Investment Canada Act and is not a state-owned enterprise within the meaning of the Investment Canada Act.