GOLD FIELDS LIMITED - Results of AGM and changes t24 May 2017
GFI 201705240047A
Results of AGM and changes to the board

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:                        821,532,707
Total number of shares present/
represented including proxies at the meeting:      702,751,750
being 86% of the total votable shares

Ordinary           Number of   Shares           Shares      Shares
resolutions        shares      voted for:       voted       abstained:
                   voted                        against:
1.Re-              702,088,126 701,227,480      860,646     663,624
appointment of
auditors           % of total      % of shares % of         % of total
                   issued          voted       shares       issued
                   shares                      voted        shares
                   100%            99.88%      0.12%        0.08%
                   701,858,256     701,357.870 500,386      893,494
2.1 Re-election    % of total      % of shares %       of   % of total
of a director:     issued          voted       shares       issued
TP Goodlace        shares                      voted        shares
                   100%            99.93%      0.07%        0.11%
                   701,855,526     701,330,479 525,047      896,224
2.2 Re-election    % of total      % of total  % of total   % of total
of a director:     issued          issued      issued       issued
A Andani           shares          shares      shares       shares
                   100%            99.93%      0.07%        0.11%
                   701,855,302     701,351,801 503,501      896 448
2.3 Re-election    % of total      % of total  % of total   % of total
of a director:     issued          issued      issued       issued
PJ Bacchus         shares          shares      shares       shares
                   100%            99.93%      0.07%        0.11%
2.4 Re-election    701,861,017     701,361,912 499,105      890,733
of a director:     % of total      % of total  % of total   % of total
YGH Suleman       issued        issued        issued       issued
                  shares        shares        shares       shares
                  100%          99.93%        0.07%        0.11%
                  701,850,662   701,406,993   443,669      901,088
2.5 Re-election   % of total    % of total    % of total   % of total
of a director:C   issued        issued        issued       issued
Letton            shares        shares        shares       shares
                  100%          99.94%        0.06%        0.11%
                  701,851,482   701,222,543   628,939      900,268
2.6 Re-election   % of total    % of total    % of total   % of total
of a director:    issued        issued        issued       issued
NJ Holland        shares        shares        shares       shares
                  100%          99.91%        0.09%        0.11%
                  701,858,264   701,260,525   597,739      893,486
2.7 Re-election   % of total    % of total    % of total   % of total
of a director:    issued        issued        issued       issued
PA Schmidt        shares        shares        shares       shares
                  100%          99.91%        0.09%        0.11%

                  701,853,481 701,367,409 486,072          898,269
3.1. Re-
election of
                  % of total    % of shares % of           % of total
Audit Committee
                  issued        voted       shares         issued
member: YGH
                  shares                    voted          shares
Suleman
                  100%          99.93%      0.07%          0.11%
3.2. Re-          701,836,148   701,333,326 502,822        915,602
election of a
member of the     % of total    % of shares % of           % of total
Audit             issued        voted       shares         issued
Committee:A       shares                    voted          shares
Andani            100%          99.93%      0.07%          0.11%
3.3 Re-election   701,840,435   697,644,470 4,195,965      911,315
of a member of    % of total    % of total  % of total     % of total
the Audit         issued        issued      issued         issued
Committee: PJ     shares        shares      shares         shares
Bacchus           100%          99.40%      0.60%          0.11%
3.4 Re-election   701,843,576   701,402,749 440,827        908,174
of a member of    % of total    % of total  % of total     % of total
the Audit         issued        issued      issued         issued
Committee: RP     shares        shares      shares         shares
Menell            100%          99.94%      0.06%          0.11%
3.5 Re-election   701,827,431   696,920,863 4,906,568      924,319
of the member     % of total    % of total  % of total     % of total
of the Audit      issued        issued      issued         issued
Committee: DMJ    shares        shares      shares         shares
Ncube             100%          99.30%      0.70%          0.11%

4. Approval for   701,833,129 618,735,631 83,097,498 918,621
the issue of
authorised but    % of total    % of shares % of           % of total
unissued          issued        voted       shares         issued
ordinary shares   shares                    voted          shares
                  100%          88.16%      11.84%         0.11%
Special            Number   of   Shares        Shares       Shares
resolutions        shares        voted for:    voted        abstained:
                   voted                       against:
1.Approval for     701,811,391   632,889,913   68,921,478   940,359
the conversion     % of total    % of total    % of total   % of total
of   par   value   issued        issued        issued       issued
shares   to   no   shares        shares        shares       shares
par value share    100%          90.18%        9.82%        0.11%
2. Approval for    701,854,052   618,402,653   83,451,399   897,698
the increase in    % of total    % of shares   % of         % of total
the authorised     issued        voted         shares       issued
share capital      shares                      voted        shares
                   100%          88.11%        11.89%       0.11%
3.Approval for     701,896,058   618,236,418   83,659,640   855,692
the issuing of     % of total    % of total    % of total   % of total
equity             issued        issued        issued       issued
securities for     shares        shares        shares       shares
cash               100%          88.08%        11.92%       0.10%
Advisory           690,150,036   669,299,397   20,850,639   12,601,714
endorsement of
the                % of total    % of shares %       of     %       of
remuneration       issued        voted       shares         shares
policy             shares                    voted          voted
                   100%          96.98%      3.02%          1.53%
4. Approval for    701,700,805   697,414,370 4,286,435      1,050,945
the
remuneration of    % of total    % of shares % of           % of total
non-executive      issued        voted       shares         issued
directors          shares                    voted          shares
                   100%          99.39%      0.61%          0.13%
5. Approval for    701,666,714   699,382,194 2,284,520      1,085,036
the Company to
grant inter-       % of total    % of shares % of           % of total
group financial    issued        voted       shares         issued
assistance in      shares                    voted          shares
terms of           100%          99.67%      0.33%          0.13%
section 44 and
45 of the Act
                   701,807,710 643,281,709 58,526,001 944,040
6. Acquisition
of the             % of total    % of shares %       of     %       of
Company’s own      issued        voted       shares         shares
shares             shares                    voted          voted
                   100%          91.66%      8.34%          0.11%
                   701,677,723   620,945,786 80,731,937     1,074,027
7.Amendments to
the existing       % of total % of shares      %        of %        of
Memorandum of      issued     voted            shares      shares
Incorporation      shares                      voted       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

Date: 24/05/2017 03:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.