2. Gold Fields Botswana (Pty) Ltd

(Subscriber Hermanus Christoffel Du Plessis- Glazer employee)

12 September 1983 Certificate of Incorporation. A Glazer company with 10% shares issued to Gold Fields Mining & Development (Pty) Ltd and balance to Minu Nominees Ltd also registered as a Botswana Company.

PRIVATE & CONFIDENTIAL

GOLD FIELDS BOTSWANA (PTY) LIMITED CO. No. 4696 (Botswana)

Draft 1: 27/05/03

25 Aug. 1988 Articles of Association

ALTERATION OF CAPITAL

3. (a) The company may increase its share capital constituted by shares of no par value by transferring reserves or profits to the stated capital, with or without a distribution of shares.

4. The company may from time to time by special resolution reduce its share capital, stated capital, share premium account or any capital redemption reserve fund in any way, and in particular, without prejudice to the generality of which is lost, or unrepresented by available assets, or pay of any share capital which is in excess of the wants of the company. Any share capital which is in excess of the wants of the company may be paid off…

13. The certificate of title to shares, options, notes, debentures and the like shall be issued under the authority of the directors, or of al local committee or the transfer secretary when authorised thereto by the directors.

19. Every instrument of transfer shall be lodged at a transfer office of the company at which it is presented for registration.

55. The number of directors shall not be less than two and until otherwise determined by the company in general meeting by ordinary resolution shall not be more than ten. The first directors shall be:

* M.B. Forsyth (Chairman)

* A.B. Macartney (Alternate)

* G.P. Alvey

* P.W.J. van Rensburg

Subscribers: Hermanus Christoffel du Plessis

Carolyn Wilson

Memorandum of Association

2. The objects for which the Company is established are:

(a)(i) To carry on the business of prospecting for and exploitation and mining and refining of minerals, metals and coal and to exploit and develop special prospecting licences and right to copper, oil, diamonds, gold, silver, coal, minerals and other ores and rights, mines, properties and works.

(ii) To carry on the business of prospectors, explorers, surveyors, geologists, geophysicists, geochemists, consulting, civil, mining, electrical and mechanical engineers, metallurgists, miners, mine owners, oilfield owners and farms in all their respective branches.

(iii) To purchase, take on lease, or in exchange or otherwise acquire, mange, develop and turn to account, obtain options for the purchase, acquisition, lease or acquisition in exchange of land, freehold rights, leasehold rights, properties of any other tenure, mines, rights to minerals of any kind, water rights, rights to oil, rights to gas, property of any nature, concessions, claims, licences, servitudes and any rights of or over water, mines, land minerals of any, oil, gas as well as any other properties or any interest therein, and whether absolutely, optionally or conditionally and either alone or jointly with others.

(v) To obtain and furnish accurate information in reference to the mining and other districts in any part of the world and to employ and pay…

(vii) To buy or otherwise acquire water rights…

The Capital of the Company is Pula 100 000 divided into 100 000 shares of one pula each.

Subscribers: Hermanus Christoffel du Plessis 9 000 shares

Carolyn Wilson 1 000 shares

Total shares taken 10 000 shares

25 May 1983 Solemn Declaration

I, the undersigned, HERMANUS CHRISTOFFEL DU PLESSIS, do hereby solemnly and sincerely declare:

That I have been engaged in the formation of the Company known as:

GOLD FIELDS BOTSWANA (PTY) LTD.

5 Aug. 1983 Botswana Exchange Control

Ref. No.: 422/83

Application: Minchen & Kelly o/a Gold Fields (Botswana) (Pty) Ltd. – non resident

Purpose: The shareholders of this company will be GOLD FIELDS MINING AND DEVELOPMENT LIMITED, and MINU NOMINEES LIMITED.

The authorised share capital of the company is 100 000 shares of one pula each, with ten thousand shares being issued. The address of the shareholders is 75 Fox Street Johannesburg. We therefore seek your approval prior to the allotment of shares.

Reply: Ref: G/5 EC 476 (MOK) – 09/08/83

Permission in principle is given for the issue of 10 000 shares of one pula each in Gold Fields (Botswana) (Pty) Ltd., to Gold Field Mining and Development Ltd., of Johannesburg or to their nominees. Please advise the number of shares to be issued to the latter company and to the Minu Nominees Ltd., and confirm that Minu is a Botswana company , which will be holding the shares as nominees for the South African Company.

12 Sept. 1983 Certificate of Incorporation: GOLD FIELDS BOTSWANA (PTY) LIMITED

3 Oct. 1983 The Company ’s Register of Directors and Secretaries

Directors: Graham Paul Aluey 12/09/83

(Bio. 1) Malcolm Bruce Forsyth 12/09/83

(Bio. 2) Petrus van Rensburg 12/09/83

Arthur Brian Macartney 12/09/83

Hermanus Christoffel du Plessis 28/09/83

Secretaries: Gold Fields of South Africa Limited