Gold Fields Orogen Holding (BVI) Limited

IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the consent solicitation memorandum dated [ ] 2015 (the “Solicitation Memorandum”), whether received by e-mail or otherwise received as a result of electronic or other communication and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the Solicitation Memorandum. In accessing the Solicitation Memorandum, you shall be deemed (in addition to giving the representations below) to agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meanings given to them in the Solicitation Memorandum.

Confirmation of Your Representation: The Solicitation Memorandum was sent at your request and, by accessing the Solicitation Memorandum, you shall be deemed (in addition to the above) to have represented to Gold Fields Orogen Holding (BVI) Limited (the “Issuer”), Gold Fields Limited, Sibanye Gold Limited (formerly known as GFI Mining South Africa (Proprietary) Limited) (“Sibanye”), Gold Fields Operations Limited and Gold Fields Holdings Company (BVI) Limited (each, a “Guarantor”, and together, the “Guarantors”), D.F. King as information and tabulation agent (the “Information and Tabulation Agent”) and/or J.P. Morgan Securities plc as solicitation agent (the “Solicitation Agent”) that (i) you are a holder or a Beneficial Owner of the Notes, (ii) you shall not pass on the Solicitation Memorandum to third parties or otherwise make the Solicitation Memorandum publicly available, (iii) you are not a person to or from whom it is unlawful to send the attached Solicitation Memorandum or to solicit Consents under the Consent Solicitation described herein under applicable laws, (iv) you have understood and agree to the terms set out herein and (iv) you consent to delivery of the Solicitation Memorandum by electronic transmission.

The communication of the Solicitation Memorandum by the Issuer and any other documents or materials relating to the Consent Solicitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”).  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Such documents and/or materials are only directed at and may only be communicated to (1) any person within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (which includes a creditor or member of the Issuer), and (2) any other persons to whom these documents and/or materials may lawfully be communicated in circumstances where section 21(1) of the FSMA does not apply. Nothing in this electronic transmission constitutes or contemplates an offer to buy or the solicitation of an offer to sell securities in the United States or in any other jurisdiction.

The Solicitation Memorandum does not constitute, and may not be used in connection with, an offer or Consent Solicitation in any place where offers or consent solicitations are not permitted by law. If a jurisdiction requires that the Consent Solicitation be made by a licensed broker or dealer and the Solicitation Agent or any of its affiliates is such a licensed broker or dealer in that jurisdiction, the Consent Solicitation shall be deemed to be made by the Solicitation Agent or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction where it is so licensed and the Consent Solicitation is not being made in any such jurisdiction where the Solicitation Agent or one of its affiliates is not so licensed.

The distribution of the Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Solicitation Memorandum comes are required by the Issuer, the Guarantors, the Solicitation Agent and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.

The Solicitation Memorandum has been sent to you in an electronic form and has been made available on this website. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Guarantors, the Solicitation Agent, Citicorp Trustee Company Limited (the “Trustee”) and/or the Information and Tabulation Agent or any person who controls, or is a director, officer, employee or agent of, the Issuer, the Guarantors, the Solicitation Agent, the Trustee and/or the Information and Tabulation Agent, nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Solicitation Memorandum distributed to you in electronic format and made available on this website and the hard copy version available to you on request from the Solicitation Agent and/or the Information and Tabulation Agent.

The delivery of the Solicitation Memorandum shall not, under any circumstances, create any implication that the information contained therein is correct and/or current as of any time subsequent to the date of the Solicitation Memorandum. The Solicitation Memorandum is solely directed at the Beneficial Owners of the Notes in those jurisdictions where the Solicitation Memorandum may be lawfully directed to them.

You are reminded that the Solicitation Memorandum has been made available on this website to you on the basis that you are a person into whose possession the Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver the Solicitation Memorandum to any other person. If you are not the named addressee to which the Solicitation Memorandum has been delivered, please notify the sender immediately and destroy the Solicitation Memorandum.

If you have recently sold or otherwise transferred your entire holding(s) of the Notes, you should immediately forward the Solicitation Memorandum to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee, but if and only if you are permitted to do so by applicable law, and subject to the restrictions set out on this page.

The Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Proposals (as defined herein). If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant, independent financial adviser authorised under the FSMA (if in the United Kingdom) or other appropriately authorised financial advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Consent Solicitation.

THE SOLICITATION MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY ANY SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE SOLICITATION MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE IN THAT COUNTRY.

By clicking "I AGREE" below, you acknowledge that you are a person with interest in the Notes entitled to view the contents of this website and you acknowledge and agree to the terms and conditions set forth above.  Specifically, by clicking "I AGREE" below, you acknowledge that you are a person into whose possession the Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If you are not a holder or a beneficial holder of the Notes, or you do not so acknowledge and agree, you are not entitled to enter website. If this is the case you must leave the website by clicking "I DISAGREE" below.