Gold Fields : Proposed placing of New Ordinary Shares

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

Gold Fields Limited ("Gold Fields" or the "Company")

Reg. 1968/004880/06

Incorporated in the Republic of South Africa

Share code: GFI ISIN - ZAE000018123

Issuer code: GFI

Registered Address: 150 Helen Road, Sandown, Sandton, Johannesburg, 2196, South Africa

Postal Address: Postnet Suite 252, Private Bag, X30500, Houghton, 2041, South Africa Tel [phone]

Fax [phone]

PROPOSED PLACING OF NEW ORDINARY SHARES

12 February 2020

Gold Fields announces its intention to conduct a non pre-emptive cash placing through the issue of up to 41,431,635 new ordinary no par value shares in the authorized but unissued share capital of the Company (the "Placing Shares") to certain institutional investors (the "Placing").

The Placing Shares represent approximately 5 per cent of the Company's existing issued ordinary shares and is the maximum number of shares that may be issued by the Company under and in accordance with its existing general authority to issue shares for cash, as described in the JSE Listings Requirements, granted by shareholders at the 2019 annual general meeting of the Company held on 21 May 2019.

It is expected that the gross proceeds from the Placing will amount to approximately ZAR4.0bn / US$269m, based on the closing share price of ZAR96.39/share as at 11 February 2020.

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement (the "Announcement"). J.P. Morgan Securities plc will act as Sole Global Coordinator and Joint Bookrunner and BMO Capital Markets Limited (together with J. P. Morgan Securities plc, the "Managers") will act as Joint Bookrunner in respect of the Placing.

Transaction background and use of proceeds

In line with the Company's strategy of reinvesting for the future, Gold Fields has decided to begin initial construction of its Salares Norte project (the "Project"). Salares Norte is an exciting project in an established mining jurisdiction with an initial 11.5 year life of mine and an average annual production of 450koz of gold equivalent (over the first seven years) at an all-in sustaining cost of US$552/oz (over the life of mine). The Project is expected to generate an internal rate of return (IRR) of 23% at a US$1,300/oz gold price and US$17.50/oz silver price with a 2.3 year payback period and a capital cost estimate of US$860m.

In order to progress with the construction of the Project, the board of directors of Gold Fields (the "Board") has been formulating its funding strategy. Following a review of the alternatives available to the Company and consistent with the Company's prudence regarding its debt position, the Board believes that a combination of the proceeds of the Placing, operational cash flow and existing debt facilities will allow the Company to fully fund the construction of Salares Norte, and allow Gold Fields to maintain a 100 per cent interest in this world-class project and exploration district. The net proceeds from the Placing will be used to continue predevelopment work and commence full construction of the Project in Q42020, with first gold expected in Q12023.

Structure of the Placing

The Placing will be made outside the United States in reliance on Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act") to persons who are not U.S. persons (as defined in Regulation S), and within the United States only to persons reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act in transactions exempt from the registration requirements of the Securities Act. No American Depositary Shares ("ADSs") representing ordinary shares of the Company are being offered in the Placing.

The Placing Shares purchased by persons outside the United States may not be offered, sold, resold, delivered or otherwise distributed in or into the United States or to any U.S. person (as defined by Regulation S under the Securities Act) or deposited into the Company's ADS program for a period of 40 days after the settlement of the Placing and the Company's ADSs may not be used in any hedging transaction that includes the Placing Shares. Further, the Placing Shares may not be deposited into the Company's ADS program for so long as they are restricted securities (within the meaning of Rule 144 under the Securities Act) and therefore are not tradeable on the New York Stock Exchange. Please read the important notice at the end of this announcement for further details in relation to these restrictions.

In South Africa, the Placing will be made only by way of separate private placements to: (i) selected persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, 2008 (the "South African Companies Act"); and (ii) selected persons, acting as principal, acquiring Placing Shares for a total acquisition cost of R1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act ("South African Qualifying Investors").

The price per ordinary share at which the Placing Shares will be placed (the "Placing Price") will be decided at the close of the Bookbuild. The timing of the closing of the Bookbuild, the Placing Price and allocations are at the discretion of the Company and the Managers. The Placing Price will be announced as soon as practicable on the Stock Exchange News Service of the exchange operated by the JSE Limited ("JSE") after the close of the Bookbuild.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of no par value in the issued share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue of the Placing Shares.

Subject to the approval by the JSE, listing and trading of the Placing Shares on the JSE is expected to commence at 9a.m. on Tuesday, 18 February 2020 (or such other time and/or date as may be agreed between the Company and the Sole Global Coordinator). Investors will receive Placing Shares which are listed and traded on the JSE in ZAR.

Pursuant to the terms of the placing agreement entered with the Managers, Gold Fields has agreed, subject to certain exclusions, to a lock-up arrangement in respect of Gold Fields' equity securities for a period of 90 days from 13 February 2020.

Notes

The South African rand to US dollar exchange rate used in this Announcement is 0.06724 as at 17:00 South African time on 11 February 2020.

Johannesburg

12 February 2020

For further information please contact:

Gold Fields

Avishkar Nagaser

Email: [e-mail]

Tel: [phone]

JSE Sponsor: J.P. Morgan Equities South Africa Proprietary Limited

Sole Global Coordinator: J.P. Morgan Securities plc

Joint Bookrunners: J.P. Morgan Securities plc and BMO Capital Markets Limited

South African legal counsel to the Company: Webber Wentzel

International legal counsel to the Company: Linklaters LLP

International legal counsel to the Joint Bookrunners: Davis Polk & Wardwell London LLP

South African legal counsel to the Joint Bookrunners: ENSafrica

IMPORTANT NOTICE

This Announcement is for information purposes only and shall not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other country. This Announcement and the information contained herein is restricted and is not for publication or distribution, directly or indirectly, in whole or in part, in or into or to any person located or resident in the

United States, its territories and possessions, or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act of 1933), Canada, Australia or Japan, or in any other jurisdiction in which such publication or distribution is restricted by applicable laws or regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, delivered or otherwise distributed in or into the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act) absent registration, except in reliance on an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or in any other jurisdiction.

THE PLACING SHARES PURCHASED BY PERSONS OUTSIDE THE UNITED STATES MAY NOT BE OFFERED, SOLD, RESOLD, DELIVERED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT) OR DEPOSITED INTO THE COMPANY'S AMERICAN DEPOSITARY SHARE ("ADS") PROGRAM FOR A PERIOD OF 40 DAYS AFTER THE SETTLEMENT OF THE PLACING AND THE COMPANY'S ADSS MAY NOT BE USED IN ANY HEDGING TRANSACTION THAT INCLUDES THE PLACING SHARES. BY PURCHASING PLACING SHARES IN THE PLACING FROM OUTSIDE THE UNITED STATES, YOU WILL BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS. FURTHER, THE PLACING SHARES MAY NOT BE DEPOSITED INTO THE COMPANY'S ADS PROGRAM FOR SO LONG AS THEY ARE RESTRICTED SECURITIES (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) AND THEREFORE ARE NOT TRADEABLE ON THE NEW YORK STOCK EXCHANGE.

The Company has instructed The Bank of New York Mellon, as depositary for the Company's ADS program, not to accept any Placing Shares for deposit into the Company's ADS program and to not issue and deliver ADSs in respect thereof for a period of 40 days after settlement of the Placing.

Any offer, sale, resale, delivery or other distribution of the Placing Shares within the United States during this 40-day period by any dealer (whether or not participating in the Placing) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than pursuant to an exemption from, on in a transaction not subject to, the registration requirements of the Securities Act.

In South Africa, the Placing will only be made by way of separate private placements to: (i) selected persons falling within one of the specified categories listed in section 96(1)(a) of the South African Companies Act, 2008 ("South African Companies Act"); and (ii) selected persons, acting as principal, acquiring Placing Shares for a total acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African Companies Act ("South African Qualifying Investors"). This Announcement is only being made available to such South African Qualifying Investors. Accordingly: (i) the Placing is not an "offer to the public" as contemplated in the South African Companies Act; (ii) this Announcement does not, nor does it intend to, constitute a "registered prospectus" or an "advertisement", as contemplated by the South African Companies Act; and (iii) no prospectus has been filed with the South African Companies and Intellectual Property Commission ("CIPC") in respect of the Placing. As a result, this Announcement does not comply with the substance and form requirements for a prospectus set out in

the South African Companies Act and the South African Companies Regulations of 2011, and has not been approved by, and/or registered with, the CIPC, or any other South African authority.

The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 2002 ("FAIS Act") and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Placing Shares or in relation to the business or future investments of the Company, is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The Company is not a financial services provider licensed as such under the FAIS Act.

In terms of the Exchange Control Regulations of South Africa, any share certificates that might be issued to non-resident shareholders will be endorsed 'Non-Resident. Any new share certificates, dividend and residual cash payments based on emigrants' shares controlled in terms of the Exchange Control Regulations, will be forwarded to the Authorised Dealer controlling their remaining assets. The election by emigrants for the above purpose must be made through the Authorised Dealer controlling their remaining assets. Such share certificates will be endorsed 'Non-Resident'. Dividend and residual cash payments due to non-residents are freely transferable from South Africa. Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, 2012, and/or FAIS Act by any of the Managers.

No public offering of the Placing Shares is being made in the United Kingdom. In the United Kingdom, all offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (as defined below) from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply. No prospectus will be made available in connection with the Placing and no such prospectus is required to be published in accordance with the Prospectus Regulation.

This Announcement is for information purposes only and is directed only at (A) in member states of the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 1(4) of the Prospectus Regulation (which means Regulation (EU) 2017/1129, as amended) ("Qualified Investors"), and (B) inside the United Kingdom who are Qualified Investors (i) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons referred to in (i), (ii) and (iii) together being "Relevant Persons"). This Announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the European Economic Area by persons who are not Qualified Investors. Any investment activity to which this Announcement relates is available only (i) in the United Kingdom, to Relevant Persons and (ii) in any member state of the European Economic Area, to Qualified Investors, and may be engaged in only with such persons.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Managers or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.The Managers and their respective affiliates are acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Managers or their affiliates by its respective regulatory regimes, neither the Managers nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Managers or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. The Managers and each of their respective affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Managers or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Managers that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Managers to inform themselves about, and to observe, such restrictions.

This Announcement includes "forward-looking statements" within the meaning of the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "target", "will", "forecast", "expect", "potential", "intend", "estimate", "anticipate", "can" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The forward-looking statements set out in this Announcement involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of the Company, that could cause the Company's actual results and outcomes to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. These forward-looking statements speak only as of the date of this Announcement. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Announcement or to reflect the occurrence of unanticipated events, save as required by applicable law.

The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company and each Manager do not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor do they intend to. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy

Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Managers.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. Gold Fields reserves the right not to proceed with the Placing or to vary any terms of the Placing in any way.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the exchange operated by the JSE.

Persons who are invited to and who choose to participate in the Placing by making an offer to take up Placing Shares, will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained herein. Each such placee represents, warrants and acknowledges that it is a person eligible to purchase or subscribe for the Placing Shares in compliance with the restrictions set forth herein and applicable laws and regulations in its home jurisdiction and in the jurisdiction (if different) in which it is physically resident. Unless otherwise agreed in writing, each placee represents, warrants and acknowledges that it is (a) not located in, a resident of, or physically present in, the United States, Canada, Australia, Japan or any other jurisdiction in which the offer or sale of the Placing Shares to such placee would be unlawful or would require registration or other measures, and it is not acting on behalf of someone who is located in, a resident of, or physically present in, the United States, Canada, Australia, Japan or any such other jurisdiction and (b) not a U.S. person (as that term is defined in Regulation S under the Securities Act) or purchasing for the account or benefit of a U.S. person (other than a distributor).

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks

of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.