The proposed BEE transactions consist of the following components: Under the terms of the South Deep Transaction, Invictus and the South Deep Community Trust will subscribe at par for a 10% shareholding in NEWCO - which will own 100% of shares in Gold Fields Operations Ltd and GFI Joint Venture Holdings (Proprietary) Limited, 2 wholly owned subsidiaries of the company. The South Deep Transaction will be below the listing rules transaction threshold of 5% and will not be with any related party. The cost of this transaction to shareholders will be approximately 1 billion Rand.

The GFI Mining South Africa (GFIMSA) transaction will be the specific issue of Invictus Transformation Shares for cash by the company to Invictus at the par value of R0.50, and a specific issue of the South Deep Community Trust Transformation Shares for cash at the same price. The subscription by Invictus and the South Deep Community Trust represents a 99.5% discount to the 30-day volume weighted average share price and will be donated by GFIMSA, a wholly owned subsidiary of the company. The Invictus and South Deep shares will constitute an effective 1% beneficial interest in GFIMSA and 0.1% direct interest in the company.

The ESOP Transaction allows for the specific issue of ESOP Shares (13,525,394 shares in the company) for cash by the company to the Thusano Share Trust at their par value of R0.50. The shares will be donated by the relevant GFIMSA group that employ the ESOP members. These ESOP shares represent 1.9% of the currently issued share capital of the company, and an effective 10.57% indirect interest in GFIMSA.

Following the transaction 2% of the issued share capital of the company, and 11.75% of the issued share capital in GFIMSA - a wholly owned subsidiary of the company - would be transferred to the company's BEE partners.

PIRC supports the principles of BEE amongst historically disadvantaged South Africans and considers that the company has disclosed sufficient information to shareholders regarding the proposed BEE transactions. We recommend that shareholders support the transactions proposed below.