GOLD FIELDS LIMITED - Dealing in securities by a director of major subsidiaries

Dealing in securities by a director of major subsidiaries

Gold Fields Limited
Reg. No. 1968/004880/06)
Incorporated in the Republic of South Africa)
Share Code: GFI
ISIN Code: ZAE000018123

DEALING IN SECURITIES BY A DIRECTOR OF MAJOR SUBSIDIARIES

In compliance with paragraphs 3.63 - 3.74 of the Listings
Requirements of JSE Limited, shareholders are advised that Gold
Fields Limited has awarded on 8 May 2017 (“the Award Date”),
Award effective 1 March 2017, Conditional Performance Shares to a
directors of a major subsidiary of Gold Fields in terms of the
Gold Fields Limited 2012 Share Plan as set out below.

Performance Shares (PS) are conditionally awarded, based on a share
price of R41.2943 being the 3 day VWAP of 24, 27, 28 February 2017.
The number of PS which may settle to a participant on vesting date
i.e. three years from effective date of the award, will be
determined by the company achieving pre-determined performance
conditions as follows:

Relative TSR - measured against the performance of ten other major
gold mining companies based on the Gold Fields share price compared
to the basket of respective US dollar share prices of the peer
group,
Absolute TSR - Gold Fields share price measured at the start and the
end of the performance period.
Free Cash Flow Margin – achievement of pre-determined FCFM target.
The number of shares to be settled will range from 0% to 200% of the
initial conditional award.

Name                              S Mathews
Position                          Director of a Major Subsidiary
                                  of Gold Fields Australia (Pty)
                                  Ltd, GSM Holding Company
                                  Limited, Darlot Holding Company
                                  (Pty) Limited
No of PS awarded and accepted     107,533
Award Acceptance Date             30 October 2017
Class of underlying security to   Ordinary shares
which rights attach
Nature of transaction             Off market acceptance of
                                  Performance Shares awarded
Vesting Period                    Performance Shares vest on
                                  third anniversary of effective
                                  Award date
Nature of interest                Direct and Beneficial

In accordance with section 3.66 of the Listings Requirements, the
necessary clearance was obtained.


31 October 2017
Sponsor:
JP Morgan Equities Limited

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