Gold Fields Limited

Incorporated in the Republic of South Africa) Registration Number 1968/004880/06)

JSE, NYSE, DIFX Share Code: GFI ISIN: ZAE000018123

"Gold Fields" or "the Company")

RESULTS OF ANNUAL GENERAL MEETING OF GOLD FIELDS LIMITED HELD ON 24 MAY 2017 AND CHANGES TO THE BOARD

Shareholders are advised that at the Annual General Meeting of Gold Fields Limited held on Wednesday 24 May 2017, the ordinary and special resolutions, as well as advisory endorsement of the company's remuneration policy, as set out in the notice of the annual general meeting dispatched to shareholders on 21 April 2017 were passed, on a poll, by the requisite majorities.

Details of the results of the voting are as follows:

Total issued share capital: Total number of shares present/

821,532,707

represented including proxies at the being 86% of the total votable shares

meeting:

702,751,750

Ordinary resolutions

Number of shares voted

Shares voted for:

Shares voted against:

Shares abstained:

1.Re-

appointment of auditors

702,088,126

701,227,480

860,646

663,624

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

100%

99.88%

0.12%

0.08%

2.1 Re-election of a director: TP Goodlace

701,858,256

701,357.870

500,386

893,494

% of total issued shares

% of shares voted

% of

shares voted

% of total issued shares

100%

99.93%

0.07%

0.11%

2.2 Re-election of a director: A Andani

701,855,526

701,330,479

525,047

896,224

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

99.93%

0.07%

0.11%

2.3 Re-election of a director: PJ Bacchus

701,855,302

701,351,801

503,501

896 448

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

99.93%

0.07%

0.11%

2.4 Re-election of a director:

701,861,017

701,361,912

499,105

890,733

% of total

% of total

% of total

% of total

YGH Suleman

issued shares

issued shares

issued shares

issued shares

100%

99.93%

0.07%

0.11%

2.5 Re-election of a director:C Letton

701,850,662

701,406,993

443,669

901,088

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

99.94%

0.06%

0.11%

2.6 Re-election of a director: NJ Holland

701,851,482

701,222,543

628,939

900,268

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

99.91%

0.09%

0.11%

2.7 Re-election of a director: PA Schmidt

701,858,264

701,260,525

597,739

893,486

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

99.91%

0.09%

0.11%

3.1. Re- election of Audit Committee member: YGH Suleman

701,853,481

701,367,409

486,072

898,269

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

100%

99.93%

0.07%

0.11%

3.2. Re- election of a member of the Audit Committee:A Andani

701,836,148

701,333,326

502,822

915,602

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

100%

99.93%

0.07%

0.11%

3.3 Re-election of a member of the Audit Committee: PJ Bacchus

701,840,435

697,644,470

4,195,965

911,315

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

99.40%

0.60%

0.11%

3.4 Re-election of a member of the Audit Committee: RP Menell

701,843,576

701,402,749

440,827

908,174

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

99.94%

0.06%

0.11%

3.5 Re-election of the member of the Audit Committee: DMJ Ncube

701,827,431

696,920,863

4,906,568

924,319

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

99.30%

0.70%

0.11%

4. Approval for the issue of authorised but unissued ordinary shares

701,833,129

618,735,631

83,097,498

918,621

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

100%

88.16%

11.84%

0.11%

Special resolutions

Number of shares voted

Shares voted for:

Shares voted against:

Shares abstained:

1.Approval for the conversion of par value shares to no par value share

701,811,391

632,889,913

68,921,478

940,359

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

90.18%

9.82%

0.11%

2. Approval for the increase in the authorised share capital

701,854,052

618,402,653

83,451,399

897,698

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

100%

88.11%

11.89%

0.11%

3.Approval for the issuing of equity securities for cash

701,896,058

618,236,418

83,659,640

855,692

% of total issued shares

% of total issued shares

% of total issued shares

% of total issued shares

100%

88.08%

11.92%

0.10%

Advisory endorsement of the remuneration policy

690,150,036

669,299,397

20,850,639

12,601,714

% of total issued shares

% of shares voted

% of

shares voted

% of

shares voted

100%

96.98%

3.02%

1.53%

4. Approval for the remuneration of non-executive directors

701,700,805

697,414,370

4,286,435

1,050,945

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

100%

99.39%

0.61%

0.13%

5. Approval for the Company to grant inter- group financial assistance in terms of section 44 and

45 of the Act

701,666,714

699,382,194

2,284,520

1,085,036

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

100%

99.67%

0.33%

0.13%

6. Acquisition of the Company's own shares

701,807,710

643,281,709

58,526,001

944,040

% of total issued shares

% of shares voted

% of

shares voted

% of

shares voted

100%

91.66%

8.34%

0.11%

7.Amendments to the existing Memorandum of Incorporation

701,677,723

620,945,786

80,731,937

1,074,027

% of total issued shares

% of shares voted

% of

shares voted

% of

shares voted

100%

88.49%

11.51%

0.31%

Over 86% of votable shares were represented at the AGM.

The special resolutions will be filed with the Companies and Intellectual Property Commission in accordance with the requirements of the Companies Act, No 71 of 2008.

In terms of paragraph 3.59 of the JSE Limited's Listings Requirements, shareholders are advised that Ms Gayle Wilson, who is the current chair of the Audit Committee, has retired as a non-executive director of the Gold Fields board of directors ("the Board"), with effect from this AGM. The Board would like to thank Ms Wilson for her valuable contribution to the Company over the past 9 years and wish her everything of the best in her future endeavours.

Mr YGH Suleman will serve as the new Chair of the Audit Committee with effect from this AGM.

24 May 2017

Sponsor

J.P. Morgan Equities South Africa (Pty) Ltd

Gold Fields Ltd. published this content on 24 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 24 May 2017 14:49:24 UTC.

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