As filed with the Securities and Exchange Commission on December 2, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2010

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

or

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from              to             

Commission file number: 1-31318

Gold Fields Limited

(Exact name of registrant as specified in its charter)

Republic of South Africa

(Jurisdiction of incorporation or organization)

150 Helen Road

Sandown, Sandton, 2196

South Africa

011-27-11-562-9700

(Address of principal executive offices)

Michael Fleischer

Executive Vice President—General Counsel

Tel: 011-27-11-562-9724

Fax: 011-27-11-562-9828

michael.fleischer@goldfields.co.za

150 Helen Road

Sandown, Sandton, 2196

South Africa

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act

Title of Each Class	Name of Each Exchange on Which Registered
Ordinary shares of par value Rand 0.50 each American Depositary Shares, each representing one ordinary share	New York Stock Exchange* New York Stock Exchange

* Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:

705,903,511 ordinary shares of par value Rand 0.50 each

50 Redeemable Preference Shares of Rand 0.01 each

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934.    Yes  ¨    No  x

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  x    International Financial Reporting Standards as issued by the International Accounting Standards Board  ¨    Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  ¨    No  ¨

The Worldwide Locations of Gold Fields’ Operations

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Presentation of Financial Information

Gold Fields Limited, or Gold Fields or the Company, is a South African company and the majority of its operations, based on gold production, are located there. Accordingly, its books of account are maintained in South African Rand and its annual and interim financial statements are prepared in accordance with International Financial Reporting Standards, or IFRS, as prescribed by law. Gold Fields also prepares annual financial statements in accordance with United States Generally Accepted Accounting Principles, or U.S. GAAP, which are translated into U.S. dollars. Except as otherwise noted, the financial information included in this annual report has been prepared in accordance with U.S. GAAP and is presented in U.S. dollars, and descriptions of critical accounting policies refer to accounting policies under U.S. GAAP.

For Gold Fields’ financial statements, unless otherwise stated, balance sheet item amounts are translated from Rand to U.S. dollars at the exchange rate prevailing on the date that it closed its accounts for fiscal 2010 (Rand 7.57 per $1.00 as of June 30, 2010), except for specific items included within shareholders’ equity and the statements of cash flows that are translated at the rate prevailing on the date the relevant transaction was entered into, and statements of operations item amounts are translated from Rand to U.S. dollars at the weighted average exchange rate for each period (Rand 7.58 per $1.00 for the year ended June 30, 2010).

In this annual report, Gold Fields presents the financial items “total cash costs,” “total cash costs per ounce”, “total production costs” and “total production costs per ounce,” which have been determined using industry standards promulgated by the Gold Institute and are not U.S. GAAP measures. The Gold Institute was a non-profit international industry association of miners, refiners, bullion suppliers and manufacturers of gold products that ceased operation in 2002, which developed a uniform format for reporting production costs on a per ounce basis. The Gold Institute has now been incorporated into the National Mining Association. The guidance was first adopted in 1996 and revised in November 1999. An investor should not consider these items in isolation or as alternatives to production costs, income before tax, net income, operating cash flows or any other measure of financial performance presented in accordance with U.S. GAAP. While the Gold Institute provided definitions for the calculation of total cash costs and total production costs, the calculation of total cash costs, total cash costs per ounce, total production costs and total production costs per ounce may vary significantly among gold mining companies, and by themselves do not necessarily provide a basis for comparison with other gold mining companies. See “Key Information—Selected Historical Consolidated Financial Data,” “Information on the Company—Glossary of Mining Terms—Total cash costs per ounce” and “Information on the Company—Glossary of Mining Terms—Total production costs per ounce”.

In this annual report, Gold Fields also presents the financial items “operating costs” and “notional cash expenditure”, or NCE. Operating costs and NCE have been determined by Gold Fields on the basis of internally developed definitions and are not U.S. GAAP measures. Gold Fields defines operating costs as production costs (exclusive of depreciation and amortization) plus corporate expenditure, employment termination costs and accretion expense on provision for environmental rehabilitation. Gold Fields defines NCE as operating costs plus additions to property plant and equipment. See “Operating and Financial Review and Prospects—Notional Cash Expenditure”. An investor should not consider these items in isolation or as alternatives to production costs, cash flows from operating activities or any other measure of financial performance presented in accordance with U.S. GAAP. Operating costs and NCE as presented in this annual report may not be comparable to other similarly titled measures of performance of other companies.

Defined Terms and Conventions

In this annual report, all references to the “Group” are to Gold Fields and its subsidiaries.

In this annual report, all references to “fiscal 2010” are to the 12 month period ended June 30, 2010 and all references to “fiscal 2011” are to the 12 month period ending December 31, 2011. Gold Fields is in the process of changing its year end from June 30 to December 31 beginning in 2011 to align with Gold Fields’ peers in the

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gold mining industry. Therefore, Gold Fields will file a transition report on Form 20-F for the period from June 30, 2010 through December 31, 2010. Thereafter, Gold Fields will file its next annual report on Form 20-F for the period from January 1, 2011 through December 31, 2011.

In this annual report, all references to “South Africa” are to the Republic of South Africa, all references to “Ghana” are to the Republic of Ghana, all references to “Australia” are to the Commonwealth of Australia, all references to “Venezuela” are to the Bolivarian Republic of Venezuela, all references to “Finland” are to the Republic of Finland and all references to “Peru” are to the Republic of Peru.

In this annual report, all references to the “DMR” are references to the South African Department of Mineral Resources, the government body responsible for regulating the mining industry in South Africa, or to its predecessor entity, the Department of Minerals and Energy which was split into the Department of Mineral Resources and the Department of Energy in July 2009, as applicable.

This annual report contains descriptions of gold mining and the gold mining industry, including descriptions of geological formations and mining processes. In order to facilitate a better understanding of these descriptions, this annual report contains a glossary defining a number of technical and geological terms. See “Information on the Company—Glossary of Mining Terms”.

In this annual report, gold production figures are provided in troy ounces, which are referred to as “ounces” or “oz,” and ore grades are provided in grams per metric ton, which are referred to as “grams per ton” or “g/t.” All references to “tons” or “t” in this annual report are to metric tons. All references to “gold” include gold and gold equivalent ounces, as applicable. See “Information on the Company—Glossary of Mining Terms” for further information regarding units of measurement used in this annual report and a table providing rates of conversion between different units of measurement.

This annual report contains references to “serious injury frequency rates” at each Gold Fields mining operation. The serious injury frequency rate at each operation includes only those lost time injuries where the injured employee does not return to work within 14 days of the injury. If an absence is as a result of a diagnosed occupational disease or an occupational health medical surveillance program, it is not recorded as a serious injury.

In this annual report, “R” and “Rand” refer to the South African Rand and “Rand cents” refers to subunits of the South African Rand, “$,” “U.S.$” and “U.S. dollars” refer to United States dollars, “U.S. cents” refers to subunits of the U.S. dollar, “A$” and “Australian dollars” refer to Australian dollars and “CAD” refers to Canadian dollars.

Certain information in this annual report presented in Rand and Australian dollars has been translated into U.S. dollars. Unless otherwise stated, the conversion rates for these translations are Rand 7.57 per $1.00 and A$1.00 per $0.8684, which were the closing rates on June 30, 2010. By including the U.S. dollar equivalents, Gold Fields is not representing that the Rand or Australian dollar amounts actually represent the U.S. dollar amounts shown or that these amounts could be converted into U.S. dollars at the rates indicated.

In this annual report, except where otherwise noted, all production and operating statistics are based on Gold Fields’ total operations, which include production from the Tarkwa and Damang mines in Ghana and from the Cerro Corona mine in Peru which is attributable to the noncontrolling shareholders in those mines. This annual report contains references to “gold equivalent ounces” which are quantities of metals (such as copper) expressed as amounts of gold using the prevailing prices of gold and the other metals. To calculate this, the accepted total value of the metal based on its weight and value is divided by the accepted value of one troy ounce of gold.

Reserves of Gold Fields as of June 30, 2010

Gold Fields is in the process of changing its year-end from June to December to align with the company’s peers in the gold mining industry. Consequently, the Reserves of Gold Fields as of June 30, 2010 included in this

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Annual Report on Form 20-F primarily reflect mining depletion of last year’s figures except where material differences from the assumptions used in the preparation of the mineral reserves as of June 30, 2009 were encountered for technical or economic reasons, in which case suitably revised models and schedules were implemented. Therefore, the information regarding the reserves of Gold Fields as of June 30, 2010 has not been prepared on the same basis as the reserves of Gold Fields as of June 30, 2009 and 2008. As a result, the information prepared for the fiscal year ended 30 June 2010 may not be directly comparable to that reported by Gold Fields in those prior years or for the fiscal year ending 31 December 2010 and may not be the same as the information that would have been provided if the reserves at 30 June 2010 had been determined on the same basis as in prior years. See “Information on the Company—Reserves of Gold Fields as of June  30, 2010—Methodology”.

Information on South Deep, Western Areas and BGSA

This annual report contains certain information relating to Western Areas Limited (now known as Gold Fields Operations Limited), or Western Areas, Barrick Gold South Africa (Pty) Limited, or BGSA (now known as GFI Joint Ventures Holding (Pty) Limited, or GFI Joint Ventures), and the South Deep gold mine, or South Deep, including information contained in “Risk Factors,” “Information on the Company,” “Operating and Financial Review and Prospects” and “Additional Information”. This information, as it relates to information regarding South Deep, Western Areas and BGSA in the period before Gold Fields’ acquisition of these entities, has been compiled from information published by Western Areas, including information filed with JSE Limited, or the JSE, and certain due diligence materials made available to Gold Fields by Western Areas and Barrick Gold Corporation, or Barrick, and has not been commented on by any representative of Western Areas or Barrick. Gold Fields has sought to ensure that the information presented has been accurately reproduced from these sources. However, Gold Fields is otherwise unable to confirm that the information relating to Western Areas, South Deep and BGSA is in accordance with the facts and does not omit anything likely to affect the import of the information.

A portion of Gold Fields’ proven and probable reserves for South Deep are based on the pre-acquisition South Deep operation reserve figures as declared for December 2005 by an independent review panel, or IRP, for the Barrick Gold-Western Areas Joint Venture between BGSA (formerly, Placer Dome South Africa Proprietary Limited) and Western Areas. However, a significant portion of the June 30, 2010 South Deep reserves now take into account new estimation and mine design work on the Upper Elsburg reefs completed during fiscal 2009 in accordance with Gold Fields’ standards and procedures. 50% of the total reserve ounces relate to the current mining area, or the Current Mine, and the area below the Current Mine and above infrastructure, or Phase 1, north of the Wrench Fault and also Phase 1 south of the Wrench Fault (above infrastructure). 50% of the total reserve ounces relate to Phase 2, being the South Shaft/Old Mine and the Ventersdorp Contact Reef, or the VCR. The 50% relating to the Current Mine, Phase 1 north of the Wrench Fault and Phase 1 south of the Wrench Fault (above infrastructure) have been remodeled and designed. Due to no further information being available at this stage, the remaining deeper portion of the reserves continue to be based on the pre-acquisition figures, as declared by the IRP, as described above.

Gold Fields is presently undertaking a surface drilling exploration program that Gold Fields expects will provide additional technical information on the geological structure, sedimentology, facies characteristics and tenor of the Ventersdorp Contact Reef, or the VCR, and Upper Elsburg reefs in the area below current infrastructure to the southern boundary of the mining area, or Phase 2. The drilling program is 55% complete, and the last hole is expected to be drilled by June 2012. Gold Fields expects that the additional information obtained from this program will provide for enhanced resource modeling of the Phase 2 ground and will increase confidence levels with regard to in situ facies geometry, reef grades and tonnages. See also “Risk Factors—Gold Fields has not independently confirmed the reliability of the South Deep, BGSA or Western Areas information for the period prior to their respective acquisitions by Gold Fields included in this annual report.”

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Forward-looking Statements

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to Gold Fields’ financial condition, results of operations, business strategies, operating efficiencies, competitive position, growth opportunities for existing services, plans and objectives of management, markets for stock and other matters. Statements in this annual report that are not historical facts are “forward-looking statements.”

These forward-looking statements, including, among others, those relating to the future business prospects, revenues and income of Gold Fields, wherever they may occur in this annual report and the exhibits to the annual report, are necessarily estimates reflecting the best judgment of the senior management of Gold Fields and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors, including those set forth in this annual report. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation:

• overall economic and business conditions in South Africa, Ghana, Australia, Peru and elsewhere;

• the ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions;

• the ability to achieve anticipated cost savings at existing operations;

• the success of exploration and development activities;

• decreases in the market price of gold or copper;

• the occurrence of hazards associated with underground and surface gold mining;

• the occurrence of work stoppages related to health and safety incidents;

• the occurrence of labor disruptions and industrial actions;

• the ability to manage and maintain access to current and future sources of liquidity, capital and credit, including the terms and conditions of Gold Fields facilities and Gold Fields overall cost of funding;

• the manner, amount and timing of capital expenditures made by Gold Fields on both existing and new mines, mining projects, exploration projects or other initiatives;

• changes in relevant government regulations, particularly environmental regulations and potential new legislation affecting mining and mineral rights;

• fluctuations in exchange rates, currency devaluations and other macroeconomic monetary policies; and

• political and social instability in South Africa, Ghana, Peru or regionally in Africa or South America.

Gold Fields 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 annual report or to reflect the occurrence of unanticipated events.

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TABLE OF CONTENTS

	Page
The Worldwide Locations of Gold Fields’ Operations		2
Presentation of Financial Information		3
Defined Terms and Conventions		3
Reserves of Gold Fields as of June 30, 2010		4
Information on South Deep, Western Areas and BGSA		5
Forward-looking Statements		6
TABLE OF CONTENTS		7
PART I		10
ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		10
ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE		10
ITEM 3: KEY INFORMATION		10
Selected Historical Consolidated Financial Data		10
Exchange Rates		14
RISK FACTORS		15
ITEM 4: INFORMATION ON THE COMPANY		35
Introduction		35
Developments since June 30, 2009		35
Organizational Structure		38
Exploration		107
Recent Developments		112
Insurance		112
Environmental and Regulatory Matters		113
Property		133
Research and Development		134
Legal Proceedings		135
Glossary of Mining Terms		135
ITEM 4A: UNRESOLVED STAFF COMMENTS		142
ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS		143
Overview		143
ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		206
Directors		206
Directors and Executive Officers		206
Executive Directors		207

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	Page
Non-executive Directors		207
Executive Officers		210
Company Secretary		212
Board of Directors’ Committees		212
Executive Committee		214
Regional Executive Management Committees		214
Compensation of Directors and Senior Management		215
Share Ownership of Directors and Executive Officers		222
The Gold Fields Limited 2005 Share Plan		222
The GF Management Incentive Scheme		223
The Gold Fields Limited 2005 Non-Executive Share Plan		224
The GF Non-Executive Director Share Plan		224
Executive Directors’ Terms of Employment		225
Non-executive Director Fees		226
Employees		227
ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		238
Major Shareholders		238
Related Party Transactions		239
ITEM 8: FINANCIAL INFORMATION		242
Dividends and Dividend Policy		242
Significant Changes		242
ITEM 9: THE OFFER AND LISTING		243
Listing Details		243
JSE Trading History		243
New York Stock Exchange Trading History		244
JSE Limited		245
ITEM 10: ADDITIONAL INFORMATION		247
General		247
Dividends and Payments to Shareholders		247
Voting Rights		247
Issue of Additional Shares and Pre-emptive Rights		247
Transfer of Shares		248
Disclosure of Interest in Shares		248
General Meetings of Shareholders		248
Annual Report and Accounts		249

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	Page
Changes in Capital or Objects and Powers of Gold Fields		249
Variation of Rights		250
Distribution of Assets on Liquidation		250
Purchase of Shares		250
Borrowing Powers		250
Non-South African Shareholders		250
Rights of Minority Shareholders and Directors’ Duties		250
Material Contracts		251
Deposit Agreement		254
American Depositary Receipts		254
South African Exchange Control Limitations Affecting Security Holders		261
Taxation		261
New Legislation		266
Documents on Display		266
ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		267
ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		271
PART II		272
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		272
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		273
ITEM 15: CONTROLS AND PROCEDURES		274
ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT		275
ITEM 16B: CODE OF ETHICS		276
ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES		277
Audit Committee’s Policies and Procedures		277
ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		278
ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		279
ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		280
ITEM 16G: CORPORATE GOVERNANCE		281
PART III		282
ITEM 17: FINANCIAL STATEMENTS		282
ITEM 18: FINANCIAL STATEMENTS		283
INDEX TO FINANCIAL STATEMENTS		284
ITEM 19: EXHIBITS		285
SIGNATURES		290

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PART I

ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3: KEY INFORMATION

Selected Historical Consolidated Financial Data

The selected historical consolidated financial data set out below for each of the three years ended June 30, 2010, 2009 and 2008 and as of June 30, 2010 and 2009 have been derived from Gold Fields’ audited consolidated financial statements for those years and as of those dates and the related notes. The selected historical consolidated financial data for each of the two years ended June 30, 2007 and 2006, and as of June 30, 2008, 2007 and 2006 have been derived from Gold Fields’ audited consolidated financial statements as of that date, which are not included in this annual report, and adjusted where applicable as described below. The selected historical consolidated financial data presented below have been derived from financial statements which have been prepared in accordance with U.S. GAAP. The other Operating Data presented has been calculated as described in the footnotes to the table below:

	Year ended June 30(1)(2)(3)
	2006			2007			2008			2009			2010
	($ millions, unless otherwise stated)
Statement of Operations Data
Revenues		2,282.0			2,735.2			3,206.2			3,228.3			4,164.3
Production costs (exclusive of depreciation and amortization)		1,499.9			1,707.7			1,996.1			1,998.6			2,544.0
Depreciation and amortization		353.3			388.2			400.5			433.5			631.1
Corporate expenditure		21.9			38.4			41.0			35.5			47.5
Employee termination costs		9.1			4.9			16.2			21.0			10.3
Exploration expenditure		39.3			47.4			39.8			58.0			82.4
Impairment of assets		—			—			11.4			—			—
Shaft closure costs		—			—			3.3			(0.2	)		—
(Decrease)/increase in provision for post-retirement health care costs		(0.5	)		1.3			(0.7	)		3.4			(9.4	)
Accretion expense on provision for environmental rehabilitation		8.6			6.4			12.0			13.9			19.3
Share-based compensation		11.5			12.5			20.7			33.7			53.9
Interest and dividends		26.8			26.8			31.2			24.9			40.2
Finance expense		(55.6	)		(95.2	)		(100.4	)		(73.9	)		(65.2	)
Unrealized gain on financial instruments		14.6			15.4			—			—			—
Realized (loss)/gain on financial instruments		(9.1	)		(10.7	)		19.8			(1.3	)		27.7
(Loss)/gain on foreign exchange		—			(15.1	)		1.7			10.2			(8.5	)
Profit on sale of property, plant and equipment		3.7			7.4			4.6			0.5			0.3
Profit/(loss) on disposal of subsidiaries		—			—			208.4			(0.3	)		—
Profit/(loss) on disposal of listed investments		6.3			26.8			3.7			(16.1	)		111.7
Impairment of listed investments					—			—			(16.0	)		(8.1	)
Other (expenses)/income		(16.5	)		(2.2	)		5.9			(7.7	)		31.9
Income before tax, impairment of investment in equity investee and share of equity investees’ (losses)/income		309.1			481.6			840.8			551.2			851.4
Income and mining tax expense		(110.6	)		(209.3	)		(271.2	)		(264.6	)		(358.4	)

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	Year ended June 30(1)(2)(3)
	2006			2007			2008			2009			2010
	($ millions, unless otherwise stated)
Income before impairment of investment in equity investee and share of equity investees’ (losses)/income		198.5			272.3			569.6			286.6			493.0
Impairment of investment in equity investee		—			—			(61.3	)		(87.4	)		—
Share of equity investees’ (losses)/income		(7.0	)		0.3			(16.0	)		(3.5	)		(22.7	)
Net income		191.5			272.6			492.3			195.7			470.3
Less: Net income attributable to non-controlling interests		(29.8	)		(26.5	)		(39.8	)		(34.8	)		(79.3	)
Net income attributable to Gold Fields shareholders		161.7			246.1			452.5			160.9			391.0
Basic earnings per share attributable to Gold Fields shareholders($)		0.33			0.44			0.69			0.24			0.55
Diluted earnings per share attributable to Gold Fields shareholders($)		0.33			0.44			0.69			0.24			0.55
Dividend per share (Rand)		0.80			2.00			1.60			1.50			1.30
Dividend per share ($)		0.13			0.28			0.22			0.17			0.17
Other Operating Data
Total cash costs per ounce of gold produced ($)(4)		338			394			505			538			670
Total production costs per ounce of gold produced ($)(5)		419			482			610			659			837
Notional cash expenditure per ounce of gold produced ($)(6)		441			596			822			763			928

Notes:

(1) On July 1, 2009, Gold Fields adopted updated guidance pertaining to ownership interests in subsidiaries held by parties other than the parent (“noncontrolling interests”), which requires noncontrolling interests to be classified as a separate component of equity for presentation and disclosure purposes. The data for the years ended June 30, 2006, 2007, 2008 and 2009 have been adjusted to conform to the updated guidance.

(2) The data for the year ended June 30, 2006 has been adjusted due to a change in accounting policy in fiscal 2007 regarding ore reserve development costs, which were previously expensed and are now capitalized. Under this revised accounting policy, all costs associated with the development of a specific underground block or area are capitalized until saleable minerals are extracted from that specific block or area. At Gold Fields’ underground mines, these costs include the cost of shaft sinking and access, the costs of building access ways, lateral development, drift development, ramps, box cuts and other infrastructure development. Previously, at Gold Fields’ underground mines, costs incurred to develop the property were capitalized only until the reef horizons were intersected. Subsequent mine development costs to access other specific ore blocks or areas of the mine were treated as variable production costs and expensed as incurred.

(3) As a result of the acquisition of Western Areas, Western Areas was fully consolidated with Gold Fields as from December 1, 2006. During the period between December 1, 2006 and March 31, 2007, Gold Fields did not own 100% of Western Areas and therefore did not own 100% of South Deep. The percentages of the results of Western Areas and South Deep that did not accrue to Gold Fields have been accounted for as minority interests. U.S. GAAP requires that, where a company is acquired through a series of transactions, an investment in that company that was previously accounted for as available for sale be retrospectively accounted for on an equity basis. Since Gold Fields had previously held interests in Western Areas which were accounted for as available for sale, its results for prior years and the period July 1, 2006 to November 30, 2006 have been adjusted accordingly to account for the investment in Western Areas using the equity method.

(4) Gold Fields has calculated total cash costs per ounce by dividing total cash costs, as determined using guidance provided by the Gold Institute, by gold ounces sold for all periods presented. The guidance was first adopted in 1996 and revised in November 1999. Total cash costs, as defined in the Gold Institute industry guidance, are production costs as recorded in the statement of operations, less offsite (i.e. central) general and administrative expenses (including head office costs performance, as well as changes in the currency exchange rate between the Rand, Australian dollar and the Bolivar, compared with the U.S. dollar). Total cash costs and total cash costs per ounce are not U.S. GAAP measures. Management, however, believes that total cash costs per ounce provides a measure for comparing Gold Fields’ operational performance against that of its peer group, both for Gold Fields as a whole, and for its individual operations.

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An investor should not consider total cash costs and total cash costs per ounce in isolation or as an alternative to total production costs or net income/(loss), income before tax, operating cash flows or any other measure of financial performance presented in accordance with U.S. GAAP. In particular, depreciation and amortization is included in a measure of production costs under U.S. GAAP, but is not included in total cash costs under the guidance provided by the Gold Institute. See “Presentation of Financial Information” and “Information on the Company—Glossary of Mining Terms—Total cash costs per ounce”. For a reconciliation of Gold Fields’ production costs to its total cash costs for fiscal 2010, 2009 and 2008, see “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2010 and 2009—Costs and Expenses” and “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2009 and 2008—Costs and Expenses”.

(5) Gold Fields has calculated total production costs per ounce by dividing total production costs, as determined using the guidance provided by the Gold Institute, by gold ounces sold for all periods presented. Total production costs, as defined by the Gold Institute industry guidance, are total cash costs, as calculated using the Gold Institute guidance, plus amortization, depreciation and rehabilitation costs. Changes in total production costs per ounce are affected by operational performance, as well as changes in the currency exchange rate between the Rand, and the Australian dollar compared with the U.S. dollar. Changes in the currency exchange rate between the Bolivar and the U.S. dollar affected changes in total production costs per ounce until the sale of the Choco 10 mine on November 30, 2007. Total production costs per ounce is not a U.S. GAAP measure. Management, however, believes that total production costs per ounce provides a measure for comparing Gold Fields’ operational performance against that of its peer group, both for Gold Fields as a whole, and for its individual operations. An investor should not consider total production costs per ounce in isolation or as an alternative to total production costs or net income/(loss), income before tax, operating cash flows or any other measure of financial performance presented in accordance with U.S. GAAP. See “Presentation of Financial Information” and “Information on the Company—Glossary of Mining Terms—Total production costs per ounce”. For a reconciliation of Gold Fields’ production costs to its total production costs for fiscal 2010, 2009, and 2008, see “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2010 and 2009—Costs and Expenses” and “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2009 and 2008—Costs and Expenses”.

(6) Gold Fields defines notional cash expenditure, or NCE, as operating costs plus additions to property, plant and equipment, and defines operating costs as production costs (exclusive of depreciation and amortization) plus corporate expenditure, employment termination costs and accretion expense on provision for environmental rehabilitation. Gold Fields reports NCE on a per equivalent ounce basis. For a description of notional cash expenditure, or NCE, and a reconciliation of Gold Fields’ notional cash expenditure to its production costs for fiscal 2010, 2009 and 2008, see “Operating and Financial Review and Prospects—Notional Cash Expenditure”.

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	As at June 30,(1)(2)(3)
	2006			2007		2008			2009			2010
	($ millions, unless otherwise stated)
Balance Sheet Data
Cash and cash equivalents		217.7			326.4		253.7			357.5			500.7
Current portion of financial instruments		30.4			—		6.9			—			—
Receivables		148.7			297.7		280.1			383.5			305.4
Inventories		111.3			144.9		152.8			196.0			234.9
Material contained on heap leach pads		47.7			58.1		74.5			81.3			91.5
Total current assets		555.8			827.1		768.0			1,018.3			1,132.5
Property, plant and equipment, net		3,172.1			5,576.8		5,423.7			5,756.9			6,639.7
Goodwill		—			1,222.7		1,092.8			1,084.7			1,154.9
Non-current investments		371.8			401.8		737.4			475.2			254.3
Total assets		4,099.7			8,028.4		8,021.9			8,335.1			9,181.4
Accounts payable and provisions		299.8			463.6		610.3			533.5			551.9
Current portion of financial instruments		—			10.8		—			1.7			—
Interest payable		29.8			34.7		29.2			14.4			4.5
Income and mining taxes payable		46.8			72.2		123.1			98.2			104.3
Current portion of long-term loans		0.3			227.5		772.9			317.8			691.1
Bank overdraft		—			3.3		2.7			9.7			—
Total current liabilities		376.7			812.1		1,538.2			975.3			1,351.8
Long-term loans		737.9			1,211.8		564.2			785.9			430.0
Deferred income and mining taxes		781.8			879.5		719.9			817.7			982.5
Provision for environmental rehabilitation		146.4			197.2		216.2			236.9			275.7
Provision for post-retirement health care costs		7.4			9.5		7.9			11.4			2.8
Other non-current liabilities		—			—		—			3.9			—
Total liabilities		2,050.2			3,110.1		3,046.4			2,831.1			3,042.8
Share capital		43.9			54.8		54.9			57.7			57.8
Additional paid-in capital		1,827.6			4,459.8		4,490.4			4,944.2			5,005.4
Retained earnings		123.9			211.8		521.8			561.5			834.4
Accumulated other comprehensive (loss)/income		(71.0	)		64.8		(243.0	)		(338.9	)		(96.5	)
Total equity attributable to Gold Fields shareholders		1,924.4			4,791.2		4,824.1			5,224.5			5,801.1
Non-controlling interests		125.1			127.1		151.4			279.5			337.5
Total equity		2,049.5			4,918.3		4,975.5			5,504.0			6,138.6
Total liabilities and equity		4,099.7			8,028.4		8,021.9			8,335.1			9,181.4

	As at June 30,(1)(2)
	2006		2007		2008		2009		2010
	($ millions, unless otherwise stated)
Other Financial Data
Number of ordinary shares as adjusted to reflect changes in capital structure		494,824,723		652,158,066		653,200,682		704,749,849		705,903.511
Net assets		1,924.4		4,791.2		4,824.1		5,224.5		5,801.1

Notes:

(1) On July 1, 2009, Gold Fields adopted updated guidance pertaining to ownership interests in subsidiaries held by parties other than the parent (“noncontrolling interests”), which requires noncontrolling interests to be classified as a separate component of equity for presentation and disclosure purposes. The data as at June 30, 2006, 2007, 2008 and 2009 have been adjusted to conform to the updated guidance.

(2) The data as of June 30, 2006 has been adjusted due to a change in accounting policy in fiscal 2007 regarding ore reserve development costs, which were previously expensed and are now capitalized. Under this revised accounting principle, all costs associated with the development of a specific underground block or area are

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capitalized until saleable minerals are extracted from that specific block or area. At Gold Fields’ underground mines, these costs include the cost of shaft sinking and access, the costs of building access ways, lateral development, drift development, ramps, box cuts and other infrastructure development. Previously, at Gold Fields’ underground mines, costs incurred to develop the property were capitalized only until the reef horizons were intersected. Subsequent mine development costs to access other specific ore blocks or areas of the mine were treated as variable production costs and expensed as incurred.

(3) As a result of the acquisition of Western Areas, Western Areas was fully consolidated with Gold Fields as from December 1, 2006. During the period between December 1, 2006 and March 31, 2007, Gold Fields did not own 100% of Western Areas and therefore did not own 100% of South Deep. The percentages of the results of Western Areas and South Deep that did not accrue to Gold Fields have been accounted for as noncontrolling interests. U.S. GAAP requires that, where a company is acquired through a series of transactions, an investment in that company that was previously accounted for as available for sale be retrospectively accounted for on an equity basis. Since Gold Fields had previously held interests in Western Areas which were accounted for as available for sale, its results for prior years and the period July 1, 2006 to November 30, 2006 have been adjusted accordingly to account for the investment in Western Areas using the equity method.

Exchange Rates

The following tables set forth, for the periods indicated, the average, high and low exchange rates of Rand for U.S. Dollars, expressed in Rand per $1.00. For periods prior to December 31, 2008, the following tables express the exchange rates in terms of the noon buying rate in New York City for cable transfers in Rand as certified for customs purposes by the Federal Reserve Bank of New York. As of December 31, 2008, the Federal Reserve Bank ceased publication of the noon buying rate and, as such, the exchange rates for fiscal 2009 are sourced from I-Net Bridge, being the closing rate at period end.

Year ended June 30,	Average(1)
2006		6.42	(1)
2007		7.20	(1)
2008		7.30	(1)
2009		9.01	(2)
2010		7.58	(2)
through November 26, 2010		7.16	(2)

Notes:

(1) The average of the noon buying rates on the last day of each full month during the relevant period as certified for customs purposes by the Federal Reserve Bank of New York.

(2) The daily average of the closing rate during the relevant period as reported by I-Net Bridge.

Month ended	High		Low
May 31, 2010		7.94		7.40
June 30, 2010		7.81		7.49
July 31, 2010		7.75		7.29
August 31, 2010		7.37		7.18
September 30, 2010		7.28		6.93
October 31, 2010		7.06		6.77

The closing rate for the Rand on November 26, 2010 as reported by I-Net Bridge was Rand 7.14 per $1.00. Fluctuations in the exchange rate between the Rand and the U.S. dollar will affect the dollar equivalent of the price of the ordinary shares on the JSE, which may affect the market price of the American Depositary Shares, or ADSs, on the New York Stock Exchange. These fluctuations will also affect the U.S. dollar amounts received by owners of ADSs on the conversion of any dividends paid in Rand on the ordinary shares.

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RISK FACTORS

In addition to the other information included in this annual report, the considerations listed below could have a material adverse effect on Gold Fields’ business, financial condition or results of operations, resulting in a decline in the trading price of Gold Fields’ ordinary shares or ADSs. The risks set forth below comprise all material risks currently known to Gold Fields. However, there may be additional risks that Gold Fields does not currently know of or that Gold Fields currently deems immaterial based on the information available to it. These factors should be considered carefully, together with the information and financial data set forth in this document.

Changes in the market price for gold, and to a lesser extent copper, which in the past have fluctuated widely, affect the profitability of Gold Fields’ operations and the cash flows generated by those operations.

Substantially all of Gold Fields’ revenues are derived from the sale of gold. Historically, the market price for gold has fluctuated widely and has been affected by numerous factors over which Gold Fields has no control, including:

• the demand for gold for industrial uses and for use in jewelry;

• actual, expected or rumored purchases and sales of gold bullion holdings by central banks or other large gold bullion holders or dealers;

• speculative trading activities in gold;

• the overall level of forward sales by other gold producers;

• the overall level and cost of production by other gold producers;

• international or regional political and economic events or trends;

• the strength or weakness of the U.S. dollar (the currency in which gold prices generally are quoted) and of other currencies;

• financial market expectations regarding the rate of inflation; and

• interest rates.

In addition, the current demand for and supply of gold affects the price of gold, but not necessarily in the same manner as current demand and supply affect the prices of other commodities. Since the potential supply of gold is large relative to mine production in any given year, normal variations in current production will not necessarily have a significant effect on the supply of gold or the gold price. Central banks, financial institutions and individuals historically have held large amounts of gold as a store of value, and production in any given year historically has constituted a small portion of the total potential supply of gold. Historically, gold has tended to retain its value in relative terms against basic goods in times of inflation and monetary crisis. Pursuant to a gold sales agreement entered into by 15 European central banks in September 2009, individual banks may sell up to 400 tons of gold per year and the International Monetary Fund indicated that it may sell up to approximately 400 tons of gold and has already sold approximately 300 tons of gold. However, the effect on the market of these or any other gold sales is unclear.

In fiscal 2010, the average London afternoon fixing price for gold was U.S.$1,089 per ounce. For the same period, the high was U.S.$1,261 per ounce and the low was U.S.$909 per ounce. On November 26, 2010, the London afternoon fixing price for gold was U.S.$1,355 per ounce.

While the aggregate effect of these factors is impossible for Gold Fields to predict, if gold prices fall below the amount it costs Gold Fields to produce gold and remain at such levels for any sustained period, Gold Fields may experience losses and may be forced to curtail or suspend some or all of its operations and/or reduce capital expenditures. In addition, Gold Fields might not be able to recover any losses it may incur during that period.

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Copper accounts for a significant proportion of the revenues at Gold Fields’ Cerro Corona mine, although copper is not a major element of Gold Fields’ overall revenues. A decline in copper prices, which have also fluctuated widely, could adversely affect the revenues and cashflows from the Cerro Corona mine.

Because Gold Fields does not use commodity or derivative instruments to protect against low gold prices with respect to its production, Gold Fields may be impacted by any significant decline in the price of gold.

As a general rule, Gold Fields sells its gold production at market prices. Gold Fields generally does not enter into forward sales, derivatives or other hedging arrangements to establish a price in advance for the sale of its future gold production. In general, hedging reduces the risk of exposure to volatility in the gold price. Hedging also enables a gold producer to fix a future price for hedged gold that generally is higher than the then current spot price. To the extent that Gold Fields does not generally use commodity or derivative instruments, it will not be protected against declines in the gold price, which could lead to reduced revenue in respect of gold production that is not hedged. See “Quantitative and Qualitative Disclosures About Market Risk”.

Gold Fields’ reserves are estimates based on a number of assumptions, any changes to which may require Gold Fields to lower its estimated reserves.

The ore reserves stated in this annual report represent the amount of gold and copper that Gold Fields estimated, as of June 30, 2010, could be mined, processed and sold at prices sufficient to recover Gold Fields’ estimated future total costs of production, remaining investment and anticipated additional capital expenditures. Ore reserves are estimates based on assumptions regarding, among other things, Gold Fields’ costs, expenditures, prices and exchange rates, which may prove inaccurate due to a number of factors, many of which are beyond Gold Fields’ control.

Gold Fields is in the process of changing its year-end from June to December to align with the company’s peers in the gold mining industry. As a result, the compilation of the annual Mineral Resource and Mineral Reserve Supplement has not been prepared for the fiscal year ended June 30, 2010 and will only be published with the Group’s Annual Report for the period ending December 31, 2010. Consequently, the June 30, 2010 Mineral Resources and Mineral Reserves primarily reflect mining depletion of last year’s figures except where material differences were encountered for technical or economic reasons, in which case suitably revised models and schedules were implemented. Therefore, the information regarding the Group’s ore reserves and for the fiscal year ended June 30, 2010 has not been prepared on the same basis as the ore reserves information for the fiscal years ended June 30, 2009 and 2008; and may not be directly comparable to that reported by the Group in prior years. For further information about the methodology used to prepare the ore reserves information for the fiscal year ended June 30 2010, see “Information on the Company—Reserves of Gold Fields as of June 30, 2010—Methodology”.

In the event that Gold Fields revises any of its assumptions that underlie its ore reserves reporting in an adverse manner, Gold Fields may need to revise its ore reserves downwards. In particular, if Gold Fields’ production costs or capital expenditures increase, if gold or copper prices decrease or if the Rand or Australian dollar strengthens against the U.S. dollar, a portion of Gold Fields’ ore reserves may become uneconomical to recover, forcing Gold Fields to lower its estimated reserves. See “Information on the Company—Reserves of Gold Fields as of June 30, 2010”.

To the extent that Gold Fields seeks to expand through acquisitions, it may experience problems in executing acquisitions or managing and integrating the acquisitions with its existing operations.

In order to expand its operations and reserve base, Gold Fields may seek to make acquisitions of selected precious metal producing and/or exploration companies or assets. Gold Fields’ success at making any acquisitions will depend on a number of factors, including, but not limited to:

• negotiating acceptable terms with the seller of the business or equities to be acquired;

• obtaining approval from regulatory authorities;

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• assimilating the operations of an acquired business in a timely and efficient manner;

• maintaining Gold Fields’ financial and strategic focus while integrating the acquired business;

• implementing Gold Fields’ standards, controls, procedures and policies at the acquired business; and

• operating in a new environment to the extent that Gold Fields makes an acquisition outside of markets in which it has previously operated.

There can be no assurance that any acquisition will achieve the results intended. Any problems experienced by Gold Fields in connection with an acquisition as a result of one or more of these factors could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

To the extent that Gold Fields seeks to expand through its exploration program, it may experience problems associated with mineral exploration or developing mining projects.

In order to expand its operations and reserve base, Gold Fields may rely on its exploration program for gold and other metals associated with gold as well as its ability to develop mining projects. Exploration for gold and other metals associated with gold is speculative in nature, involves many risks and is frequently unsuccessful. Any exploration program entails risks relating to the location of economic orebodies, the development of appropriate extractive processes, the receipt of necessary governmental permits and regulatory approvals and the construction of mining and processing facilities at the mining site. Gold Fields’ exploration efforts may not result in the discovery of gold or other metals associated with gold and any mineralization discovered may not result in an increase of Gold Fields’ reserves. If orebodies are developed, it can take a number of years and substantial expenditures from the initial phases of drilling until production commences, during which time the economic feasibility of production may change. Gold Fields’ exploration program may not result in the replacement of current production with new reserves or result in any new commercial mining operations. In addition, to the extent Gold Fields participates in the development of a project through a joint venture or any other multi-party commercial structure, there could be disagreements, legal or otherwise, or divergent interests or goals amongst the parties, which could jeopardize the success of the project.

Furthermore, significant capital investment is required to achieve commercial production from exploration efforts. There is no assurance that Gold Fields will have, or be able to raise, the required funds to engage in these activities or to meet its obligations with respect to the exploration properties in which it has or may acquire an interest. In addition, there can be no assurance that investments made in such projects may not cause a reduction in expenditure for existing projects or other opportunities, any of which may have a negative impact on Gold Fields’ business, results of operations, financial condition or prospects.

Due to the nature of mining and the type of gold mines it operates, Gold Fields faces a material risk of liability, delays and increased production costs from environmental and industrial accidents and pollution.

The business of gold mining by its nature involves significant risks and hazards, including environmental hazards and industrial and mining accidents. In particular, hazards associated with Gold Fields’ underground mining operations include:

• rock bursts;

• seismic events, particularly at the Driefontein, Kloof and South Deep operations;

• underground fires and explosions, including those caused by flammable gas or in connection with blasting;

• cave-ins or gravity falls of ground;

• discharges of gases and toxic substances;

• releases of radioactivity;

17

• flooding;

• electrocution;

• falling from height;

• accidents related to the presence of mobile machinery, including shaft conveyances and elevators;

• ground and surface water pollution, including as a result of potential spillage or seepage from tailings dams;

• sinkhole formation and ground subsidence;

• human error; and

• other accidents and conditions resulting from drilling, blasting and removing and processing material from an underground mine.

Gold Fields’ South African operations may be more susceptible to certain of these risks because significant amounts of mining occur at deep levels of up to 3,500 meters below the surface.

Hazards associated with Gold Fields’ open pit mining operations include:

• flooding of the open pit;

• collapses of the open pit walls;

• electrocution;

• accidents associated with the operation of large open pit mining and rock transportation equipment;

• accidents related to the presence of other mobile machinery;

• accidents associated with the preparation and ignition of large-scale open pit blasting operations;

• ground and surface water pollution, including as a result of potential spillage or seepage from tailings dams;

• production disruptions due to weather; and

• hazards associated with heap leach processing, such as groundwater and waterway contamination.

Hazards associated with Gold Fields’ rock dump and production stockpile mining and tailings disposal include:

• accidents associated with operating a rock dump and production stockpile and rock transportation equipment;

• production disruptions due to weather;

• sinkhole formation and ground subsidence;

• collapses of tailings dams; and

• ground and surface water pollution, on and off site.

Gold Fields is at risk of experiencing any and all of these environmental or other industrial hazards. The occurrence of any of these hazards could delay or halt production, increase production costs and result in liability for Gold Fields.

Gold Fields may also be subject to actions by labor groups or other interested parties who object to perceived or actual conditions at the mines or to the perceived or actual environmental impact of the mines. These actions may delay or halt production or may create negative publicity related to Gold Fields.

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Ageing infrastructure at the South African operations may cause breakdowns and unplanned stoppages, which may result in production delays, increased costs and industrial accidents.

Deep level gold mining shafts are usually designed with a lifespan of 25 to 30 years. Vertical shafts consist of large quantities of infrastructure steelwork for guiding conveyances and services such as high and low tension electric cables, air and water pipe columns. Maintaining this infrastructure requires skilled human resources, capital allocation, management and planned maintenance.

Once a shaft has reached the end of its intended lifespan, more than normal maintenance and care is required to maintain it. Most of the operating shafts at Kloof, Driefontein, Beatrix and the South Shaft at South Deep are more than 30 years old. Although Gold Fields has a comprehensive maintenance strategy in place, incidents resulting in production delays, increased costs or industrial accidents may occur. Such incidents may have an adverse effect on the company’s results of operations and financial position.

If Gold Fields experiences losses of senior management or is unable to hire and retain sufficient technically skilled employees, its business may be materially and adversely affected.

Gold Fields’ ability to operate or expand effectively depends largely on the experience, skills and performance of its senior management team. There can be no certainty that the services of its senior management will continue to be available to Gold Fields. Any senior management departures could adversely affect Gold Fields’ efficiency, control over operations and results of operations.

During fiscal 2009, Gold Fields restructured its operations into four regions: South Africa, West Africa, South America and Australasia. See “Information on the Company—Strategy—Regional Delivery Model”. An important element of this restructuring was bolstering the technical skills base of each of the four regional management teams to provide additional resources and to provide for succession planning. The mining industry, including Gold Fields, continues to experience a global shortage of technically skilled employees. Gold Fields may be unable to hire or retain appropriate technically skilled employees or other management personnel, or may have to pay higher levels of remuneration than it currently intends in order to do so. If Gold Fields is not able to hire and retain appropriate management and technically skilled personnel, or if there are not sufficient succession plans in place, Gold Fields may not achieve the intended benefits of its regional restructuring, which could have an adverse effect on its business, results of operations and financial position.

Because gold is generally sold in U.S. dollars, while most of Gold Fields’ production costs are in Rand, Australian dollars and other non-U.S. dollar currencies, Gold Fields’ operating results and financial condition could be materially harmed by an appreciation in the value of these non-U.S. dollar currencies.

Gold is sold throughout the world principally in U.S. dollars, but Gold Fields’ costs of production are incurred principally in Rand, Australian dollars and other non-U.S. dollar currencies. As a result, any significant and sustained appreciation of any of these non-U.S. dollar currencies against the U.S. dollar may materially increase Gold Fields’ costs in U.S. dollar terms, which could adversely affect Gold Fields’ operating results and financial condition.

Economic, political or social instability in the countries or regions where Gold Fields operates may have an adverse effect on Gold Fields’ operations and profits.

The majority of Gold Fields’ production is in South Africa. Gold Fields has significant operations in Ghana, Australia and Peru. As a result, changes or instability to the economic, political or social environment in South Africa or in any of these other countries or in neighboring countries could affect an investment in Gold Fields.

Several of these countries have, or have had in the recent past, high levels of inflation. Continued or increased inflation in any of the countries where it operates could increase the prices Gold Fields pays for products and services, including wages for its employees and power costs, which if not offset by increased gold prices or currency devaluations could have a material adverse effect on Gold Fields’ financial condition and results of operations.

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Over the past few years, governments, communities, non-governmental organizations and trade unions in several jurisdictions have sought and, in some cases, have implemented greater cost imposts on the mining industry, including through the imposition of additional taxes and royalties. These trends are evident in the cost of electricity and other levies imposed by governments in many of the countries in which Gold Fields operates. The impositions of additional operational costs, taxes or royalty payments could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Further, the South African government has implemented laws aimed at alleviating and redressing the disadvantages suffered by citizens under previous governments. In the future, the South African government may implement new laws and policies, which in turn may have an adverse impact on Gold Fields’ operations and financial results.

In recent years, South Africa has continued to experience high levels of crime and unemployment. These problems may have impacted fixed inward investment into South Africa and have prompted emigration of skilled workers. As a result, Gold Fields may have difficulties attracting and retaining qualified employees.

National elections took place in South Africa in April 2009. Since that time, numerous public statements have been made about the nationalization of South African mines. While there is currently no formalized plan by the government to nationalize South African mines, these comments may have negatively affected investors’ perceptions of South Africa. There has been regional political and economic instability in certain of the countries surrounding South Africa. Any similar political or economic instability in South Africa could have a negative impact on Gold Fields’ ability to manage and operate its South African operations.

There has been local opposition to mine development projects in Peru. Notwithstanding the fact that Gold Fields was complying with the commitments it had made to the local communities, in mid-October 2006, there was an illegal blockade of the access road to the Cerro Corona site resulting in a temporary suspension of construction activities at the site for 30 days. The blockade was accompanied by demands for increased employment from local communities and increased use of local contractors. In addition, the Cerro Corona site is located near the Yanacocha mine, which is operated by another company. The Yanacocha mine has also been the subject of local protests, including ones that blocked the road between the Yanacocha mine complex and the City of Cajamarca, which also affected access to the Cerro Corona site. There have also been protests against a Gold Fields joint venture exploration project in Peru. If Gold Fields experiences further opposition in connection with its operations in Peru, or if protests aimed at other mining operations affect operations at Cerro Corona, it could have a material adverse effect on Gold Fields’ financial condition and results of operations.

Regional elections took place in Peru in late calendar 2010 and national elections will take place in Peru in early 2011. It is not certain what, if any, political or economic impact the elections will have on Peru generally, or on Gold Fields specifically.

As a result of its disposal of its operations in Venezuela to Rusoro Mining Limited, or Rusoro, Gold Fields holds a stake in Rusoro with a book value of $18 million and a market value of $31 million as of June 30, 2010 and is therefore indirectly exposed to the risks of operating in Venezuela. Venezuela has experienced intense political and social turmoil in recent years and there can be no guarantee that Gold Fields’ stake in Rusoro will not lose some or all of its value.

Some of Gold Fields’ power suppliers have forced it to halt or curtail activities at its mines, due to severe power disruptions. Power stoppages, fluctuations and power cost increases may adversely affect Gold Fields’ results of operations and its financial condition.

In South Africa, Gold Fields’ mining operations are dependent upon electrical power generated by the State utility, Eskom. Eskom holds a monopoly on power supply in the South African market. As a result of an increase

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in demand exceeding available generating capacity, South Africa has been subject to disruptions in electrical power supply. On January 24, 2008, Gold Fields was forced to suspend all mining activity at its South African operations for several days, due to Eskom declaring force majeure and advising its key industrial consumers, including Gold Fields, that it could not guarantee the supply of electricity, forcing Gold Fields to reduce consumption to the minimum possible level. Half of Gold Fields’ typical electrical consumption is required simply to pump, ventilate and refrigerate its South African operations. Since March 2008, the total power available to Gold Fields’ South African mines has been sufficient for the planned mining operations. However, there can be no assurance that power supplies can or will be maintained at this level. The Department of Energy has yet to finalize its power conservation program, including the rules regarding baseline adjustments and load growth. Eskom applied to the National Energy Regulator of South Africa, or NERSA, for a 35% average tariff increase on each of April 1, 2010, 2011 and 2012, and NERSA granted average increases of 24.8%, 25.8% and 25.9%, respectively. Gold Fields may pay higher rates than the average as an industrial user and it expects further significant additional increases during the next several years as Eskom embarks on an electricity generation capacity expansion program. Should Gold Fields experience any additional power outages or further power tariff increases or usage constraints, then its financial condition and results of operations may be adversely impacted. In fiscal 2010, power costs made up 12.2% of the costs of production at the South African operations. See “Information on the Company—Gold Fields’ Mining Operations—Driefontein Operation—Mining”.

Gold Fields’ power needs in South Africa are increasing as it builds up production at its South Deep mine. South Deep has requested an additional allocation from Eskom, which has informally indicated that the additional requested capacity should be made available. If a power conservation program is implemented, Gold Fields expects that the power allocations of each of its operations will be tradable, allowing Gold Fields to shift power usage from one mine to another as necessary. However, there can be no assurance that Gold Fields will receive all of the power it needs or that the power conservation program will be implemented as currently conceived. Any failure to receive power allocation or divergence between the power conservation that is ultimately implemented and the one that is currently conceived could have an adverse effect on Gold Fields’ ability to develop South Deep.

Gold Fields Ghana Limited, or Gold Fields Ghana, among other mining companies in Ghana, was asked by the state electricity supplier, the Volta River Authority, or VRA, in August 2006 to significantly reduce its electricity demand largely because of the low water reservoir level of the VRA’s Akosombo generating facility and concerns about its ability to meet future supply and demand at present consumption levels. Since then, the power supply has stabilized and the tariff has been reduced. However, the gold mining industry in Ghana has been notified by the VRA of new rates of between U.S.$0.12 and U.S.$0.165 per kilowatt hour under which the services of the VRA and the services of the transmission and distribution utility are to be billed separately. These new rates have been billed to both the Tarkwa and Damang mines. Gold Fields Ghana is a bulk permit, holder, which allows it to negotiate rates with the VRA and Gold Fields Ghana began such negotiations in August 2010. There can be no assurance that the VRA will agree to a satisfactory rate. Although the VRA did not impose any power cuts, frequent power interruptions occurred. The national utility remains reliant on hydropower for approximately 50% of its generation and there can be no assurance that there will not be new disruptions to the electricity supply in the future.

Actual and potential supply chain shortages and increases in the prices of production inputs may have an adverse effect on Gold Fields’ operations and profits.

Gold Fields’ results of operations may be affected by the availability and pricing of raw materials and other essential production inputs, including fuel, steel and cyanide and other reagents. The price of raw materials may be substantially affected by changes in global supply and demand, along with weather conditions, governmental controls and other factors. A sustained interruption in the supply of any of these materials would require Gold Fields to find acceptable substitute suppliers and could require it to pay higher prices for such materials. Any significant increase in the prices of these materials will increase the Company’s operating costs and affect production considerations.

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Giant tires, of the type used by Gold Fields for its large earthmoving equipment and trucks, are in short supply, and prices have risen recently and may continue to rise in the future. This shortage of tires for earthmoving vehicles is causing mining companies to review operating practices, to seek additional methods of preserving tire life and to examine alternative sources of tire supply. To the extent that Gold Fields is unable to procure an adequate supply of these tires, it may have to alter its mining plans, especially at its open pit operations, which could reduce its gold production and have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Gold Fields’ insurance coverage may prove inadequate to satisfy potential claims.

Gold Fields may become subject to liability for pollution, occupational illnesses or other hazards against which it has not insured, cannot insure or has insufficiently insured, including those in respect of past mining activities. Gold Fields’ existing property and liability insurance contains exclusions and limitations on coverage. Should Gold Fields suffer a major loss, future earnings could be affected. In addition, insurance may not continue to be available at economically acceptable premiums. As a result, in the future, Gold Fields’ insurance coverage may not cover the extent of claims against Gold Fields, including, but not limited to, claims for environmental or industrial accidents, occupational illnesses or pollution.

Gold Fields’ financial flexibility could be materially constrained by South African exchange control regulations.

South Africa’s exchange control regulations restrict the export of capital from South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Swaziland, known collectively as the Common Monetary Area. Transactions between South African residents (including companies) and non-residents of the Common Monetary Area, or CMA, are subject to exchange controls enforced by the South African Reserve Bank, or SARB. As a result, Gold Fields’ ability to raise and deploy capital outside the CMA is restricted.

Under South African exchange control regulations, Gold Fields must obtain approval from the SARB regarding any capital raising involving a currency other than the Rand. In connection with its approval, it is possible that the SARB may impose conditions on Gold Fields’ use of the proceeds of any such capital raising, such as limits on Gold Fields’ ability to retain the proceeds of the capital raising outside South Africa or requirements that Gold Fields seek further SARB approval prior to applying any such funds to a specific use. These restrictions could hinder Gold Fields’ financial and strategic flexibility, particularly its ability to fund acquisitions, capital expenditures and exploration projects outside South Africa. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Exchange Controls”.

An acquisition of shares in or assets of a South African company by a non-South African purchaser that is subject to exchange control regulations may not be granted regulatory approval.

In some circumstances, potential acquisitions of shares in or assets of South African companies by non-South African resident purchasers are subject to review by the SARB pursuant to South African exchange control regulations. In 2000, the South African Treasury, or the Treasury, refused to approve an acquisition of Gold Fields by Franco-Nevada Mining Corporation Limited, a Canadian mining company. The Treasury may refuse to approve similar proposed acquisitions of Gold Fields in the future. As a result, Gold Fields’ management may be limited in its ability to consider strategic options and Gold Fields’ shareholders may not be able to realize the premium over the current trading price of Gold Fields’ ordinary shares which they might otherwise receive upon such an acquisition. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Exchange Controls”.

Gold Fields’ operations and profits may be adversely affected by new and existing labor laws and increased union activity.

Gold Fields may be affected by certain labor laws that impose obligations regarding worker rights. For example, laws in South Africa impose monetary penalties for non-compliance with the administrative and the

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reporting requirements in respect of affirmative action policies, while Ghanaian law contains broad provisions requiring mining companies to recruit and train Ghanaian personnel and to use the services of Ghanaian companies.

In addition, there has been an increase in union activity in many of the countries in which Gold Fields operates, which may result in new labor laws or amendments to existing labor laws that impose additional obligations on Gold Fields or grant additional rights to workers. For example, the Australian federal government has recently introduced a new industrial relations system that includes “good faith bargaining” obligations for employers, fewer restrictions on the content of collective agreements and an enhanced role for union officials as bargaining representatives, parties to agreements and participants in dispute resolution. Existing labor laws and any new or amended labor laws may increase Gold Fields’ labor costs and have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Greater union activity may also result in more frequent industrial action and impact labor negotiations. A number of unions in various industries have recently gone on strike in South Africa causing work stoppages and production losses. Negotiations with South African mining unions that concluded in July 2009 resulted in above-inflation wage increases ranging from 9.0% to 10.2%, depending upon the category of employee. Wages and related labor costs accounted for approximately 54% of the Group’s total cost of sales in South Africa in fiscal 2010. However, the unions have indicated that they may continue to take industrial action to protest a variety of issues. On November 12, 2010, the local branch of the National Union of Mineworkers declared a protected strike at the South Deep operation which ended on November 22, 2010.

In Ghana, Gold Fields concluded wage negotiations for 2010 and signed a three year wage deal with the Ghana Mineworkers Union, or the GMWU, to increase minimum wages with 10% per year for 2010, 2011 and 2012, as well as adjustments to other benefits such as housing, schooling and funeral allowances. However, labor unions have recently undertaken strikes and “go slow” actions against other mining companies.

If the Group is unable to implement cost cutting measures, including through any planned reduction in its workforce, or increase production levels to offset any increases in labor costs or production losses, these costs and losses could have a material adverse effect on the Group’s business, operating results and financial condition.

Gold Fields may suffer adverse consequences as a result of its reliance on outside contractors to conduct some of its operations.

A significant portion of Gold Fields’ operations in Australia and Peru, and at the Damang operation in Ghana, and a smaller portion elsewhere, are currently conducted by outside contractors. As a result, Gold Fields’ operations at those sites are subject to a number of risks, some of which are outside Gold Fields’ control, including:

• negotiating agreements with contractors on acceptable terms;

• the inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;

• reduced control over those aspects of operations which are the responsibility of the contractor;

• failure of a contractor to perform under its agreement with Gold Fields;

• interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;

• failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; and

• problems of a contractor with managing its workforce, labor unrest or other employment issues.

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In addition, Gold Fields may incur liability to third parties as a result of the actions of its contractors. The occurrence of one or more of these risks could have a material adverse effect on Gold Fields’ business, results of operations and financial condition. See “Directors, Senior Management and Employees—Employees—Labor Relations—Ghana”, “Directors, Senior Management and Employees—Employees—Labor Relations—Australia” and “Directors, Senior Management and Employees—Employees—Labor Relations—Peru”.

Regulation of greenhouse gas emissions and climate change issues may adversely affect Gold Fields’ operations.

Energy is a significant input to Gold Fields’ mining and processing operations, with its principal energy sources being electricity, purchased petroleum products, natural gas and coal. There is a substantial weight of scientific evidence concluding that carbon emissions from fossil fuel-based energy consumption contribute to global warming, greenhouse effects and climate change.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change that may restrict emissions of greenhouse gases in areas in which Gold Fields operates. For example, the December 1997 Kyoto Protocol established a set of greenhouse gas emission targets for developed countries that have ratified the Protocol, including South Africa, Ghana, Australia and Peru. The South African government intends to publish a white paper on a climate change policy late in 2010 which may recommend the introduction of a trading scheme for greenhouse gas emissions or an increase in carbon taxes The Australian Government’s plan of action on climate change includes the introduction of a national emissions trading scheme and a mandatory renewable energy target of 20%, and will be considered for implementation after 2012. Elsewhere, there is current and emerging climate change regulation that will affect energy prices, demand and margins for carbon intensive products. Unless and until this legislation is enacted and its terms are made known, Gold Fields cannot reasonably or reliably estimate its impact on its financial condition, operating performance or ability to compete. Additional regulation may result in increased compliance costs and increased risk of litigation.

From a medium- and long-term perspective, Gold Fields is likely to see an increase in costs relating to its energy-intensive assets and assets that emit significant amounts of greenhouse gases as a result of regulatory initiatives in countries in which it operates. These regulatory initiatives will be either voluntary or mandatory and may impact Gold Fields’ operations directly or by affecting its suppliers or customers. Insurance premiums may increase and the Company’s position relative to industry competitors may change. Inconsistency of regulations particularly between developed and developing countries may affect Gold Fields’ decision to pursue opportunities in certain countries and also may affect its costs of operations. Assessments of the potential impact of future climate change regulation are uncertain, given the wide scope of potential regulatory change in countries in which Gold Fields operates.

The potential physical impacts of climate change on Gold Fields’ operations are highly uncertain and may differ across geographies. They may include changes in rainfall patterns and intensities, water shortages, extreme weather conditions and changing temperatures. Flooding could disrupt mining, processing and transportation, and result in increased health and safety risks. Reduced rainfall could result in electricity supply shortages in certain countries where Gold Fields operates and extreme weather conditions may negatively impact Gold Fields’ workforce. These effects may adversely impact the cost, production and financial performance of Gold Fields’ operations.

Illegal mining and theft occurs on Gold Fields’ properties, is difficult to control, can disrupt Gold Fields’ business and can expose Gold Fields to liability.

A number of Gold Fields’ properties have experienced illegal mining activities and theft. The activities of the illegal miners could cause pollution or other damage to Gold Fields’ properties including underground fires, or personal injury or death, for which Gold Fields could potentially be held responsible. Illegal mining could result in depletion of mineral deposits, potentially making the future mining of such deposits uneconomic. The

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presence of illegal miners could lead to project delays and disputes regarding the development or operation of commercial gold deposits, particularly in Ghana. Illegal mining and theft, which may include that engaged in by Gold Fields employees and/or contractors, could also result in lost gold reserves, mine stoppages, and have a material adverse effect on Gold Fields’ financial condition or results of operations.

HIV/AIDS poses risks to Gold Fields in terms of lost productivity and increased costs.

The prevalence of HIV/AIDS in South Africa poses risks to Gold Fields in terms of potentially reduced productivity and increased medical and other costs. Management has recently estimated that approximately 18% of Gold Fields’ workforce in South Africa is infected with HIV. Increasingly, Gold Fields is seeing an adverse impact of HIV/AIDS on its affected employees similar to that experienced by other companies in the South African mining sector, evidenced by increased absenteeism and reduced productivity compared to that of non-HIV infected employees. Compounding this is the concomitant infections with tuberculosis that can accompany HIV illness, particularly the end stages, and causes additional healthcare-related costs. HIV/AIDS remains an important focus for Gold Fields and Gold Fields will continue its extensive intervention campaigns. However, the potential impact of HIV/AIDS on Gold Fields’ South African operations and financial condition is large. Factors influencing the impact of HIV/AIDS include the incidence of HIV infection among Gold Fields’ employees and the surrounding community, the impact on employees’ productivity, treatment costs and other costs. Most of these factors are beyond Gold Fields’ control. See “Directors, Senior Management and Employees—Employees—Health and Safety—Health—HIV/AIDS Program”.

Gold Fields’ operations in South Africa are subject to environmental and health and safety regulations, which could impose significant costs and burdens.

Gold Fields’ South African operations are subject to various environmental laws and regulations including, for example, those relating to waste treatment, emissions and disposal, and must comply with permits or standards governing, among other things, tailings dams and waste disposal areas, water consumption, air emissions and water discharges. Gold Fields may in the future incur significant costs to comply with the South African environmental requirements imposed under existing or new legislation, regulations or permit requirements or to comply with changes in existing laws and regulations or the manner in which they are applied. Gold Fields may also be subject to litigation and other costs as a result of environmental rights granted to individuals under South Africa’s Constitution or other sources of rights. These costs could have a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Environmental”.

Gold Fields’ South African operations are also subject to various health and safety laws and regulations that impose various duties on Gold Fields’ mines while granting the authorities broad powers to, among other things, close unsafe mines and order corrective action relating to health and safety matters. Further, certain targets were set by the Mine Health and Safety Council, a body consisting of representatives from the government, mining companies and unions, for the reduction of accidents, noise and silicosis to be achieved by 2013. If a mine fails to achieve these targets, the Mine Health and Safety Inspectorate, or the MHSI, could potentially order that operations be halted due to overexposure of employees.

A number of accidents, many of which resulted in fatalities, have recently occurred at various mining operations in South Africa, including at some of Gold Fields’ operations. In October 2007, the DMR commenced an occupational health and safety audit at all mines. Gold Fields’ South African operations have received their results from the legal compliance audit and the operations have implemented action plans to address any issues raised. However, there can be no assurance that further results of the occupational health and safety audit will not result in the introduction of more stringent safety regulations, which could result in restrictions on Gold Fields’ ability to conduct its mining operations and/or impose additional costs. Regardless of the consequences of the audit or improved health and safety programs, there can be no assurance that the unions will not take industrial action that could lead to losses in Gold Fields’ production. The DMR can and does issue instructions following safety incidents or accidents to partially or completely halt operations at affected mines. Moreover, it is Gold

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Fields’ policy to halt production at its operations when serious accidents occur in order to rectify dangerous situations and, if necessary, retrain workers. Any additional stoppages in production, or increased costs, could have an adverse effect on Gold Fields’ business, operating results and financial condition. In April 2009, the Mine Health and Safety Amendment Bill became law. As a result, Gold Fields is now subject to more stringent regulations regarding mine health and safety and may be subject to an increased risk of prosecution for industrial accidents as well as greater penalties and fines for non-compliance. Further, any changes to the health and safety laws which increase the burden of compliance or the penalties for non-compliance may cause Gold Fields to incur further significant costs. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Health and Safety”.

Gold Fields’ operations in South Africa are subject to water use licenses, which could impose significant costs and burdens.

Under South African law, Gold Fields’ South African operations are subject to water use licenses that govern each operation’s water usage and that require, among other things, that mining operations achieve and maintain certain water quality limits regarding all water discharges. The Kloof operation was issued a water use license in December 2008 that requires it to achieve compliance with these limits by mid-2012. The Driefontein operation was also recently issued a water use license. While there has been a delay in processing the water license application at South Deep, which was submitted within the applicable time limits, Gold Fields has engaged the Department of Water Affairs, or the DWA, to address these issues. South Deep is currently discharging water in accordance with its existing water permit. The DWA advised Beatrix, which had pre-existing water permits of indefinite length, that its current water usage remains authorized and it need not apply for a new license. However, Beatrix has nevertheless proactively begun the water use license application process.

Gold Fields’ operations have been generally in compliance with pre-existing water permits. Gold Fields is reviewing and is in ongoing discussion with DWA in relation to the new water use licenses. Gold Fields is also reviewing and investigating a water treatment strategy that will, if successfully implemented, position Gold Fields favorably with regard to achieving the conditions of the new water use licenses. However, there can be no assurance that Gold Fields will achieve such compliance within the required timeframe due primarily to the associated regulatory approval processes and commercial agreements that are required for the water treatment strategy. Gold Fields is currently in discussions with the DWA to amend the Kloof license to extend the deadline for compliance beyond mid-2012 or to revise the parameters for compliance. Gold Fields is also exploring avenues to clarify the meaning of the conditions imposed by the Driefontein license. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Environmental”. However, there can be no assurance that Gold Fields will receive such an extension or clarification. Gold Fields expects to make significant expenditure to achieve and maintain compliance with the license requirements at each South African operation. Any failure on Gold Fields’ part to achieve or maintain compliance with the requirements of these licenses with respect to any of its operations could result in Gold Fields being subject to substantial claims, penalties, fees and expenses; significant delays in operations; or the loss of the relevant water use license, which could curtail or halt production at the affected operation. Any of the above could have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Gold Fields’ mineral rights in South Africa are subject to legislation, which could impose significant costs and burdens.

The Mineral and Petroleum Resources Development Act No. 28 of 2002, or the MPRDA, came into effect on May 1, 2004, together with the implementation of a broad-based socio-economic empowerment charter, or the Mining Charter, for effecting entry of historically disadvantaged South Africans, or HDSAs, into the mining industry. Among other things, the Mining Charter requires (i) each mining company to achieve a 15% HDSA ownership of mining assets within five years of the Mining Charter coming into effect and a 26% HDSA ownership of mining assets within 10 years of the Mining Charter coming into effect, (ii) the mining industry as a whole to agree to assist HDSA companies in securing finance to fund participation in an amount of Rand 100

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billion over the first five years and (iii) mining companies to spell out plans for achieving employment equity at management level with a view to achieving a baseline of 40% HDSA participation in management and achieving a baseline of 10% participation by women in the mining industry, in each case within five years.

Following a review, the DMR recently amended the Mining Charter and the Revised Mining Charter was released on September 13, 2010. The requirement under the Mining Charter for mining entities to achieve a 26% HDSA ownership of mining assets by the year 2014 has been retained. Amendments to the Mining Charter in the Revised Mining Charter include, inter alia, the requirement by mining companies to (i) facilitate local beneficiation of mineral commodities; (ii) procure a minimum of 40% of capital goods, 70% of services and 50% of consumer goods from HDSA suppliers (i.e. suppliers of which a minimum of 25% + 1 vote of their share capital must be owned by HDSAs) by 2014. These targets will however be exclusive of non-discretionary procurement expenditure; (iii) ensure that multinational suppliers of capital goods contribute a minimum of 0.5% of their annual income generated from South African mining companies towards the socioeconomic development of South African communities into a social development fund from 2010; (iv) achieve a minimum of 40% HDSA demographic representation by 2014 at executive management (board) level, senior management (EXCO) level, core and critical skills, middle management level and junior management level; (v) invest up to 5% of annual payroll in essential skills development activities; and (vi) implement measures to improve the standards of housing and living conditions for mineworkers by converting or upgrading mineworkers’ hostels into family units, attaining an occupancy rate of one person per room and facilitating home ownership options for all mineworkers in consultation with organized labor, all of which must be achieved by 2014. In addition, mining companies are required to monitor and evaluate their compliance to the Revised Mining Charter, and must submit annual compliance reports to the DMR. The Scorecard for the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry attached to the Revised Mining Charter, or the Scorecard, makes provision for a phased-in approach for compliance with the above targets over the 5-year period ending in 2014. For measurement purposes, the Scorecard allocates various weightings to the different elements of the Revised Mining Charter. Failure to comply with the provisions of the Revised Mining Charter will amount to a breach of the MPRDA and may result in the cancellation or suspension of a mining company’s existing mining rights and may prevent Gold Fields’ South African operations from obtaining any new mining rights in South Africa.

In accordance with the MPRDA, the DMR on April 29, 2009 published a Code of Good Practice for the Minerals Industry and the Housing and Living Conditions Standard for the Mining Industry, or the Code, relating to the socio-economic transformation of the mining industry. However, certain provisions of the Code appear to be inconsistent with the Mining Charter, or to go beyond the scope envisaged in the MPRDA. Various industry participants have been in discussions with the DMR regarding the scope and applicability of the Code. At the release of the Revised Mining Charter, the Director-General of the DMR indicated that the DMR will bring the Code in line with the Revised Mining Charter by the end of March 2011. See “Information on the Company—Environmental and Regulatory Matters—South Africa—Mineral Rights—The MPRDA”.

The acquisition by Mvelaphanda Resources Limited, or Mvela Resources, of a 15% beneficial interest in GFI Mining South Africa, or GFIMSA, for a cash consideration of Rand 4,139 million was effected in March 2009 to meet the requirement for a 15% HDSA ownership within five years of the Mining Charter coming into effect. See “Operating and Financial Review and Prospects—Overview—General—Mvelaphanda Transaction”. In addition, Gold Fields has developed three further empowerment transactions which, when concluded by the end of the 2010 calendar year, will ensure that Gold Fields has met the 2014 Black Economic Empowerment, or BEE, equity ownership targets. These transactions include an Employee Share Option Plan, or ESOP, for 10.75% of GFIMSA; a broad-based BEE transaction for ten per cent of South Deep; and a broad-based BEE transaction for a further one per cent of GFIMSA, excluding South Deep. The three transactions have a combined value of approximately R2.4 billion and are expected to dilute existing shareholders by between two and three per cent. On November 2, 2010, the shareholders of Gold Fields approved these transactions at a General Meeting. On November 19, 2010, Gold Fields issued 13,525,394 shares to ESOP, housed and administered by the Gold Fields Thusano Share Trust, thereby commencing the implementation of the ESOP transaction. The

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remaining empowerment transactions are expected to be concluded by the end of December 2010, subject to the satisfaction of certain suspensive conditions. See “Additional Information—Material Contracts—Black Economic Empowerment Transactions”.

Gold Fields may also incur expenses to comply with the Revised Mining Charter’s requirements. Gold Fields is currently undertaking a detailed gap-analysis between the requirements of the Mining Charter and the Revised Mining Charter and will only thereafter be able to fully assess and quantify the impact of the Revised Mining Charter. The Mining Charter, the Revised Mining Charter and the Code are relatively new pieces of legislation and regulation and, therefore, remain untested and application of their requirements and compliance with them may still be subject to interpretation. Moreover, there is no guarantee that any steps Gold Fields has already taken or might take in the future will ensure the successful renewal of its existing mining rights, the retaining of new mining rights, the granting of further new mining rights or that the terms of renewals of its rights would not be significantly less favorable to Gold Fields than the terms of its current rights. Any further adjustment to the ownership structure of Gold Fields’ South African mining assets in order to meet the Revised Mining Charter’s requirements, including the above three initiatives, could have a material adverse effect on the value of Gold Fields’ ordinary shares or debt and failing to comply with the Revised Mining Charter’s requirements could subject Gold Fields to negative consequences, the scope of which have not yet been fully determined.

Gold Fields’ operations in Ghana are subject to environmental and health and safety laws and regulations, which could impose significant costs and burdens.

Gold Fields’ Ghana operations are subject to various environmental laws and regulations. The Ghanaian environmental protection laws require, among other things, that Gold Fields register with the Ghanaian environmental authorities, and obtain environmental permits and certificates for the Ghana operations, as well as to rehabilitate land disturbed by mining operations. Gold Fields is required to secure estimated environmental rehabilitation costs in part by posting a reclamation bond. Gold Fields Ghana is required to post a reclamation bond and deposit a cash amount sufficient to cover 50% of the estimated rehabilitation costs for the two-year period after the date of the last estimate. Changes in the required method of calculation for these bonds or an unforeseen circumstance that produces unexpected costs may materially and adversely affect Gold Fields’ future environmental expenditures. See “Information on the Company—Environmental and Regulatory Matters—Ghana—Environmental”. Further, the Damang mine has only 12 to 18 months of government-approved capacity at its tailings storage and waste storage facilities. Any constraint on tailings or waste storage at Damang could curtail or halt production at Damang which could have a material adverse effect on Gold Fields’ business, operating results or financial condition.

Ghanaian health and safety regulations impose statutory duties on an owner of a mine to, among other things, take steps to ensure that the mine is managed and worked in a manner which provides for the safety and proper discipline of the mine workers. Additionally, Gold Fields is required, under the terms of its mining leases, to comply with the reasonable instructions of the relevant authorities for securing the health and safety of persons working in or connected with the mine. A violation of the health and safety regulations or a failure to comply with the reasonable instructions of the relevant authorities could lead to, among other things, a temporary shutdown of all or a portion of the mine, a loss of the right to mine or the imposition of costly compliance procedures and, in the case of a violation of the regulations relating to health and safety, constitutes an offense under Ghanaian law. If Ghanaian health and safety authorities require Gold Fields to shut down all or a portion of its mines or to implement costly compliance measures, whether pursuant to existing or new health and safety laws and regulations, such measures could have a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Information on the Company—Environmental and Regulatory Matters—Ghana—Health and Safety”.

Gold Fields, as the holder of the mining lease, has potential liability arising from injuries to, or deaths of, workers, including, in some cases, workers employed by its contractors. In Ghana, statutory workers’ compensation is not the exclusive means for workers to claim compensation. Gold Fields’ insurance for health and safety claims or the relevant workers’ compensation arrangements may not be adequate to meet the costs that may arise upon any future health and safety claims.

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Gold Fields’ mineral rights in Ghana are currently subject to regulations, and may become subject to new regulations, which could impose significant costs and burdens.

In Ghana, the ownership of land on which there are mineral deposits is separate from the ownership of the minerals. All minerals in their natural state in or upon any land or water are, under Ghanaian law, the property of Ghana and vested in the President on behalf of the people of Ghana. The new Minerals and Mining Act, 2006 (Act 703), or the Minerals and Mining Act, was passed by the Ghanaian Parliament in fiscal 2006. The Minerals and Mining Act repealed the Minerals and Mining Law, 1986 (PNDCL 153), as amended, or the Minerals and Mining Law, although, as regards existing mineral rights, the Minerals and Mining Law continues to apply to Gold Fields Ghana and Abosso Goldfields Limited, or Abosso, unless the minister responsible for mines provides otherwise by legislative instrument. Although the Minerals and Mining Act provides that it shall not have the effect of increasing the holder’s costs, or financial burden, for a period of five years, if in the future new amendments or provisions are passed under the Minerals and Mining Act or new laws are passed which impose significant new costs or burdens on Gold Fields’ abilities to mine in Ghana or to obtain new mining leases for properties on which deposits are identified, this could have a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Information on the Company—Environmental and Regulatory Matters—Ghana—Mineral Rights”.

Gold Fields’ operations in Australia are subject to environmental and health and safety laws and regulations, which could impose significant costs and burdens.

Gold Fields’ Australian operations are subject to various laws and regulations relating to the protection of the environment. Gold Fields may incur significant costs to comply with Australian environmental requirements imposed under existing or new legislation, regulations or permit requirements or to comply with changes in existing laws and regulations or the manner in which they are applied. These costs may have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Australian mining companies are required by law to undertake rehabilitation works as part of their ongoing operation and the Gold Fields subsidiaries that hold its Australian operations provide unconditional bank- guaranteed performance bonds to the Western Australian government as security for the estimated costs. These bonds would not necessarily cover the actual cost of rehabilitation for events that were unforeseen at the time the bond was taken. Changes in the required method of calculation for these bond amounts, or an unforeseen circumstance that produces unexpected costs, may materially and adversely affect future environmental expenditures. See “Information on the Company—Environmental and Regulatory Matters—Australia—Environmental”.

Gold Fields is obligated to provide and maintain a working environment that is safe for mine workers. A violation of the health and safety laws or a failure to comply with the instructions of the relevant health and safety authorities could lead to, among other things, a temporary shutdown of all or a portion of the mine, a loss of the right to mine or the imposition of costly compliance procedures and penalties (including imprisonment). If health and safety authorities require Gold Fields to shut down all or a portion of the mine or to implement costly compliance measures, whether pursuant to existing or new health and safety laws and regulations, such measures could have a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Information on the Company—Environmental and Regulatory Matters—Australia—Health and Safety”.

Some of Gold Fields’ tenements in Australia are subject to native title claims and include Aboriginal heritage sites, which could impose significant costs and burdens.

Certain of Gold Fields’ tenements are subject to native title claims, and there are Aboriginal heritage sites located on certain of Gold Fields’ tenements. Native title and Aboriginal legislation protect the rights of Aboriginals in relation to the land in certain circumstances. Other tenements may become subject to native title claims if Gold Fields seeks to expand or otherwise change its interest in rights to those tenements. Native title

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claims could require costly negotiations with the claimants or could affect Gold Fields’ access to or use of its tenements, and, as a result, have a material adverse effect on Gold Fields’ business, operating results and financial condition.

Aboriginal heritage sites relate to distinct areas of land that have either ongoing ethnographic, archaeological or historic significance. Aboriginal heritage sites have been identified with respect to portions of some of Gold Fields’ Australian mining tenements. Additional Aboriginal heritage sites may be identified on the same or additional tenements. Gold Fields may, in the future, incur significant costs as a result of changes in the interpretation of, or new laws regarding, native title and Aboriginal heritage, which may result in a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Information on the Company—Environmental and Regulatory Matters—Australia—Land Claims”.

Gold Fields’ mineral rights in Peru are currently subject to regulations that may be subject to change, and may become subject to new regulations, which could impose significant costs and burdens.

Gold Fields’ operations in Peru depend on mining concessions for exploration and exploitation works, obtained from the Geologic, Mining and Metallurgic Institute (Instituto Geológico Minero Metalúrgico), or the INGEMMET. In addition, Gold Fields’ operations in Peru depend on obtaining other administrative rights, such as provisional permits, from the Ministry of Energy and Mines, or the MEM, for exploration rights on the area of a claim, and beneficiation or processing concessions, obtained from the MEM, for treatment of mining ores.

Under Peru’s current regulatory regime, mining concessions for the exploration and exploitation of minerals have an indefinite term, subject to compliance by the titleholder with the obligations set forth by the General Mining Act (Ley General de Minería), or the LGM. Compliance with such obligations is required to maintain the mining concessions in good standing. Among such obligations are the payment of an Annual Concession Fee (equivalent to U.S.$3 per hectare) and compliance with a minimum annual production target. Failure to pay the Annual Concession Fee for any two consecutive or non-consecutive years may result in the cancellation of the relevant mining concession. Gold Fields’ processing concession at Cerro Corona also has an indefinite term, subject to compliance with the obligations established by the LGM. Payment of an Annual Concession Fee (calculated on the production capacity of the processing plant) is also required to maintain the processing concession in good standing. Failure to pay the Annual Concession Fee for two consecutive or non-consecutive years may result in the cancellation of the processing concession.

If the INGEMMET or the MEM revoke or cancel any of Gold Fields’ concessions, Gold Fields’ financial condition and results of operations could be adversely affected. See “Information on the Company—Environmental and Regulatory Matters—Peru—Concessions”.

On June 24, 2004, the Peruvian Congress approved the Mining Royalty Law, which established a mining royalty that owners of mining concessions must pay to the Peruvian government for the exploitation of metallic and non-metallic resources. This royalty is calculated on a sliding scale with rates ranging from 1% to 3% over the value of mineral concentrates based on international market prices. As provided by the Mining Royalty Law, effective since January 26, 2007, the Peruvian Tax Authority is responsible for the collection of mining royalties.

There can be no assurance that the Peruvian government will not impose additional mining royalties or payments in the future or that they will not have an adverse effect on Gold Fields’ results of operations or financial condition.

Gold Fields’ operations in Peru are subject to environmental laws, health and safety laws and other regulations, which could impose significant costs and burdens.

Gold Fields’ exploration, mining and milling activities in Cerro Corona are subject to a number of Peruvian laws and regulations, including environmental and health and safety laws and regulations. All mines, including

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Cerro Corona, must obtain environmental permits from the government and have an Environmental Impact Assessment approved. Other matters subject to regulation include, but are not limited to, transportation of ore or hazardous substances, water use and discharges, power use and generation, use and storage of explosives, housing and other facilities for workers, reclamation, labor standards and mine safety and occupational health.

There is no assurance that current environmental laws, health and safety laws, and other regulations that may have an impact on Gold Fields’ operations will not be replaced or modified in the future, or that Gold Fields will not become subject to new more stringent regulations, which could impose significant costs and burdens on its operations. For instance, the development of more stringent environmental protection programs in Peru could impose constraints and additional costs on Gold Fields’ operations in Peru. Likewise, existing or new health and safety laws and regulations could cause health and safety authorities to require Gold Fields to shut down all or a portion of the mine or to implement costly compliance measures. Any of these events could have a material adverse effect on Gold Fields’ business, operating results and financial condition. See “Information on the Company—Environmental and Regulatory Matters—Peru—Environmental”.

The acquisition of Western Areas, BGSA and South Deep may expose Gold Fields to unknown liabilities and risks.

Prior to acquiring a 100% interest in South Deep in 2007 from GFI Joint Venture Holdings (Proprietary) Limited (previously known as Barrick Gold South Africa (Pty) Limited, or BGSA), a subsidiary of Barrick Gold Corporation, or Barrick, and Gold Fields Operations Limited (previously known as Western Areas Limited, or Western Areas), Gold Fields was able to conduct only limited due diligence on South Deep, Western Areas and BGSA. There can be no assurance that Gold Fields identified all the liabilities of, and risks associated with, South Deep, BGSA or Western Areas prior to acquiring them or that it will not be subject to unknown liabilities of, and risks associated with, South Deep, Western Areas or BGSA, including liabilities and risks that may become evident only after Gold Fields has been involved in the operational management of South Deep for a longer period of time. On August 21, 2008, Western Areas received a summons from Randgold and Exploration Company Limited, or R&E, and African Strategic Investment (Holdings) Limited. The summons claims that, under prior ownership, Western Areas was part of a fraud whereby JCI Limited unlawfully disposed of shares owned by R&E in Randgold Resources Limited and Afrikander Lease Limited, now known as Uranium One. The action currently remains in abeyance. See “Information on the Company—Legal Proceedings”.

Gold Fields has not independently confirmed the reliability of the South Deep, BGSA or Western Areas information for the period prior to their respective acquisitions by Gold Fields included in this annual report.

In respect of information relating to South Deep or Western Areas presented in this annual report for the period before their respective acquisitions by Gold Fields, Gold Fields relied upon publicly available information, including information publicly filed by Western Areas with the Johannesburg Stock Exchange, or JSE, and certain due diligence materials supplied by Western Areas and Barrick. See “Information on South Deep, Western Areas and BGSA”.

Gold Fields was not involved in the preparation of this information and has not had the opportunity to perform comprehensive due diligence. Until the exploration drilling and resource modeling in Phase 2 is completed, Gold Fields cannot verify the accuracy or completeness of the information or materials or any failure by Western Areas or Barrick to disclose events that may have occurred, but that are unknown to Gold Fields, that may affect the significance or accuracy of any such information.

Shareholders outside South Africa may not be able to participate in future issues of securities (including ordinary shares) carried out by or on behalf of Gold Fields.

Securities laws of certain jurisdictions may restrict Gold Fields’ ability to allow participation by certain shareholders in future issues of securities (including ordinary shares) carried out by or on behalf of Gold Fields.

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In particular, holders of Gold Fields securities who are located in the United States (including those who hold ordinary shares or ADSs) may not be able to participate in securities offerings by or on behalf of Gold Fields unless a registration statement under the US Securities Act of 1933, or the Securities Act, is effective with respect to such securities or an exemption from the registration requirements of the US Securities Act is available thereunder.

Securities laws of certain other jurisdictions may also restrict Gold Fields’ ability to allow the participation of all holders in such jurisdictions in future issues of securities carried out by Gold Fields. Holders who have a registered address or are resident in, or who are citizens of, countries other than South Africa should consult their professional advisors as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in any offering of Gold Fields securities.

Investors in the United States and other jurisdictions outside South Africa may have difficulty bringing actions, and enforcing judgments, against Gold Fields, its directors and its executive officers based on the civil liabilities provisions of the federal securities laws or other laws of the United States or any state thereof or under the laws of other jurisdictions outside South Africa.

Gold Fields is incorporated in South Africa. The majority of Gold Fields’ directors and executive officers (as well as Gold Fields’ independent registered public accounting firm) reside outside of the United States. Substantially all of the assets of these persons and substantially all of the assets of Gold Fields are located outside the United States. As a result, it may not be possible for investors to enforce against these persons or Gold Fields a judgment obtained in a United States court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any state thereof. In addition, investors in other jurisdictions outside South Africa may face similar difficulties. A foreign judgment is not directly enforceable in South Africa, but constitutes a cause of action which will be enforced by South African courts provided that:

• the court which pronounced the judgment had jurisdiction to entertain the case according to the principles recognized by South African law with reference to the jurisdiction of foreign courts;

• the judgment is final and conclusive (that is, it cannot be altered by the court which pronounced it);

• the judgment has not lapsed;

• the recognition and enforcement of the judgment by South African courts would not be contrary to public policy, including observance of the rules of natural justice which require that the documents initiating the proceedings outside South Africa were properly served on the defendant and that the defendant was given the right to be heard and represented by counsel in a free and fair trial before an impartial tribunal;

• the judgment was not obtained by fraudulent means;

• the judgment does not involve the enforcement of a penal or revenue law; and

• the enforcement of the judgment is not otherwise precluded by the provisions of the Protection of Businesses Act 99 of 1978, as amended, of the Republic of South Africa.

It is the policy of South African courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system, that does not mean that such awards are necessarily contrary to public policy. Whether a judgment is contrary to public policy depends on the facts of each case. Exorbitant, unconscionable or excessive awards will generally be contrary to public policy. South African courts cannot enter into the merits of a foreign judgment and cannot act as a court of appeal or review over the foreign court. South African courts will usually implement their own procedural laws and, where an action based on an international contract is brought before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South African law. It is doubtful whether an original action based on United States federal securities laws or the laws of other jurisdictions outside South Africa may be brought before South African courts. A plaintiff who

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is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in South Africa. Furthermore, the Rules of the High Court of South Africa require that documents executed outside South Africa must be authenticated for the purpose of use in South Africa.

Investors may face liquidity risk in trading Gold Fields’ ordinary shares on JSE Limited.

Historically, trading volumes and liquidity of shares listed on the JSE have been low in comparison with other major markets. The ability of a holder to sell a substantial number of Gold Fields’ ordinary shares on the JSE in a timely manner, especially in a large block trade, may be restricted by this limited liquidity. See “The Offer and Listing—JSE Limited”.

Gold Fields may not pay dividends or make similar payments to its shareholders in the future.

Gold Fields pays cash dividends only if funds are available for that purpose. Whether funds are available depends on a variety of factors, including the amount of cash available and Gold Fields’ capital expenditures (on both existing infrastructure as well as on exploration and other projects) and other cash requirements existing at the time. Under South African law, Gold Fields will be entitled to pay a dividend or similar payment to its shareholders only if it meets the solvency and liquidity tests set out in the Companies Act No. 61 of 1973, or the Companies Act, and Gold Fields’ Articles of Association. Given these factors (including the capital and investment needs of the business) and the Board of Directors’ discretion to declare a dividend (including the amount and timing thereof) cash dividends or other similar payments may not be paid in the future.

Gold Fields’ non-South African shareholders face additional investment risk from currency exchange rate fluctuations since any dividends will be paid in Rand.

Dividends or distributions with respect to Gold Fields’ ordinary shares have historically been paid in Rand. The U.S. dollar or other currency equivalent of any dividends or distributions with respect to Gold Fields’ ordinary shares will be adversely affected by potential future reductions in the value of the Rand against the U.S. dollar or other currencies. In the future, it is possible that there will be changes in South African exchange control regulations, such that dividends paid out of trading profits will no longer be freely transferable outside South Africa to shareholders who are not residents of the Common Monetary Area. See “Additional Information—South African Exchange Control Limitations Affecting Security Holders”.

Gold Fields’ ordinary shares are subject to dilution upon the exercise of Gold Fields’ outstanding share options.

As of September 30, 2010, Gold Fields had an aggregate of 1,000,000,000 ordinary shares authorized to be issued and as of that date an aggregate of 706,236,170 ordinary shares were issued and outstanding. Gold Fields currently has two securities option plans which are authorized to grant options in an amount of up to an aggregate of 35,311,809 ordinary shares. As of September 30, 2010, 14,342,311 shares are outstanding under these plans.

Gold Fields’ employees and directors had outstanding, as of September 30, 2010, options to purchase a total of 1,122,858 ordinary shares at exercise prices of between Rand 46.23 and Rand 154.65 that expire between October 25, 2010 and March 3, 2014. Such expiry dates may be extended due to unscheduled closed periods during which certain Gold Fields employees and directors may be prohibited from exercising options. Gold Fields had outstanding, as of September 30, 2010, 5,336,769 share appreciation rights at strike prices of between Rand 69.48 and Rand 127.72, which expire between March 24, 2012 and September 1, 2016, and 7,715,984 performance vesting restricted shares due to be settled between March 1, 2011 and September 1, 2013. As of the same date, Gold Fields had outstanding, 24,200 restricted shares due to be settled in November 2010, 42,600 restricted shares due to be settled in November 2011 and 43,200 restricted shares due to be settled in November 2012 under The Gold Fields Limited 2005 Non-Executive Share Plan. Shareholders’ equity interests in Gold

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Fields will be diluted to the extent of future exercises or settlements of these rights and any additional rights. See “Directors, Senior Management and Employees—The GF Management Incentive Scheme,” “Directors, Senior Management and Employees—The Gold Fields Limited 2005 Share Plan,” “Directors, Senior Management and Employees—The GF Non-Executive Director Share Plan” and “Directors, Senior Management and Employees—The Gold Fields Limited 2005 Non-Executive Share Plan”.

Sales of Gold Fields’ ordinary shares, or the perception that a large number of ordinary shares will be sold, may cause the market price of Gold Fields’ ordinary shares to decrease.

As of March 17, 2009, Mvelaphanda Resources, through its wholly-owned subsidiary Mvelaphanda Gold Limited, Mvela Gold, took receipt of a 15% shareholding in GFI Mining South Africa, or GFIMSA, as part of a series of transactions effected to meet the requirement for 15% HDSA ownership within five years of the enactment of the Mining Charter. See “Operating and Financial Review and Prospects—Overview—General—Mvelaphanda Transaction”. Immediately upon receipt of the GFIMSA shares, Mvelaphanda Gold Limited exercised its right to require the exchange of the GFIMSA shares for 50 million new ordinary shares in the issued share capital of Gold Fields.

Accordingly, on March 17, 2009, Mvela Gold used the GFIMSA Shares to subscribe for 50 million new ordinary shares in Gold Fields. Pursuant to these transactions, Mvela Gold owned approximately 7% of the listed shares of Gold Fields. Since March 17, 2009, Mvela Gold has sold approximately 27.8 million of its Gold Fields ordinary shares, representing approximately 3.9% of the listed shares of Gold Fields. Gold Fields holds a right of first refusal over the ordinary shares held by Mvela Gold in the event Mvela Gold wishes to sell them.

A large volume of sales of Gold Fields’ ordinary shares by Mvelaphanda Gold Limited or another shareholder, all at once or in blocks, could decrease the prevailing market price of Gold Fields’ ordinary shares and could impair Gold Fields’ ability to raise capital through the sale of equity securities in the future. Additionally, even if substantial sales are not effected, the mere perception of the possibility of these sales could decrease the market price of Gold Fields’ ordinary shares and could have a negative effect on Gold Fields’ ability to raise capital in the future. Further, anticipated downward pressure on Gold Fields’ ordinary share price due to actual or anticipated sales of ordinary shares could cause some institutions or individuals to engage in short sales of Gold Fields’ ordinary shares, which may itself cause the price of the ordinary shares to decline.

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ITEM 4: INFORMATION ON THE COMPANY

Introduction

Gold Fields is a significant producer of gold and major holder of gold reserves in South Africa, Ghana, Australia and Peru. In Peru, Gold Fields also produces copper. Gold Fields is primarily involved in underground and surface gold and copper mining and related activities, including exploration, extraction, processing and smelting. Gold Fields also has an interest in a platinum group metal exploration project in Finland. Gold Fields is one of the largest gold producers in the world, based on annual production.

The majority of Gold Fields’ operations, based on gold production, are located in South Africa. Its South African operations are Driefontein, Kloof, Beatrix and South Deep. Gold Fields also owns the St. Ives and Agnew gold mining operations in Australia and has a 71.1% interest in each of the Tarkwa gold mine and the Damang gold mine in Ghana. Gold Fields also owns an 80.72% economic interest in the Cerro Corona mine, which started producing in the first quarter of fiscal 2009. In addition, Gold Fields has gold and other precious metal exploration activities and interests in Africa, Eurasia, Australasia and the Americas.

As of June 30, 2010, Gold Fields had attributable proven and probable reserves of approximately 78.0 million ounces, including copper expressed as gold equivalent ounces, as compared to the 81.1 million ounces (including copper) reported as of June 30, 2009. With the exception of South Deep, the reserves are based on the figures reported by Gold Fields’ mining operations. See “Information on South Deep, Western Areas and BGSA”. The June 30, 2010 reserve figures primarily reflect mining depletion of last year’s figures except where material differences were encountered for technical or economic reasons, in which case suitably revised models and schedules were implemented. See “—Reserves of Gold Fields as of June 30, 2010—Methodology”.

In the year ended June 30, 2010, Gold Fields processed 56.7 million tons of ore and produced 3.84 million ounces of gold (including gold equivalent ounces). On an attributable basis, Gold Fields produced 3.50 million ounces of gold (including gold equivalent ounces).

Developments since June 30, 2009

Since the beginning of fiscal 2010, the following significant events have occurred:

On March 25, 2009, Gold Fields entered into a non-binding Letter of Intent, or LOI, with Glencar Mining plc, or Glencar, in relation to the terms on which the parties would agree to enter a joint venture agreement over Glencar’s Komana license in West Africa. Following termination of negotiations regarding the joint venture agreement, on August 7, 2009, Gold Fields launched a recommended cash offer for Glencar which valued Glencar at approximately U.S.$47.7 million. On September 7, 2009, Gold Fields announced that it had received acceptances of approximately 83.1% of the share capital of Glencar, allowing Gold Fields to take control of the Company. All conditions of the offer were satisfied or waived at that time and therefore the offer was declared unconditional in all respects. Gold Fields has also taken control of the board of Glencar with the appointment of three new directors. Subsequently, Gold Fields completed the final squeeze-out of shareholders on November 9, 2009. Gold Fields now holds 100% of Glencar Mining plc. See “—Exploration—Advanced Projects”.

On June 3, 2009, Gold Fields announced that Gold Fields Australasia (BVI) Limited, a subsidiary of Gold Fields Limited, had entered into an agreement under which it would sell its 19.9% stake in Sino Gold Mining Limited to Eldorado Gold Corporation for a total consideration of approximately U.S.$282 million payable in Eldorado shares. On August 26, 2009, Eldorado and Sino Gold announced that they had agreed that Eldorado would acquire all of the issued and outstanding shares of Sino Gold by exchanging 0.55 Eldorado shares for each share of Sino Gold. Sino Gold shareholders approved the transaction on December 1, 2009. Upon completion of the offer, Gold Fields received 4,057,762 additional Eldorado shares due to its top-up rights. Gold Fields has disposed of all of its shares of Eldorado. See “—Exploration—Sino Gold Alliance”.

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On August 26, 2009, Gold Fields executed an agreement with Morgan Stanley Bank, or Morgan Stanley, to terminate a royalty, or the Royalty, payable by Gold Fields’ wholly-owned Australian subsidiary, St. Ives Gold Mining Company Pty Ltd, to certain subsidiaries of Morgan Stanley for a consideration of A$308 million ($257.1 million). When Gold Fields acquired St. Ives in 2001, the total consideration included the Royalty, which was subsequently acquired by Morgan Stanley. The Royalty comprised two parts: (i) a payment equal to 4% of the net smelter returns for gold produced from St. Ives to the extent that cumulative production of gold from November 30, 2001 exceeded 3.3 million ounces, but subject to the average spot price of gold for the relevant quarter exceeding A$400 per ounce; and (ii) provided that the gold price exceeded A$600 per ounce, a payment equal to 10% of the difference between revenue calculated at the spot gold price expressed in Australian dollars per ounce and at a price of A$600 per ounce calculated on all future ounces produced by St. Ives. Both components of the Royalty were payable on all future production from St. Ives. The transaction was financed from cash resources and available facilities and closed on August 26, 2009.

During May 2010 the DMR approved the conversion of the South Deep old order mining right into a new order mining right. Included in this approval was an additional portion of ground known as Uncle Harry’s, which is contiguous to South Deep. The cumulative effect of this approval, together with the previous conversions for the Driefontein, Kloof and Beatrix Gold Mines granted in January 2007, is that all of Gold Fields’ South African mines have now received their new order mining rights. In addition, Gold Fields has developed three further empowerment transactions which, when concluded by the end of the 2010 calendar year, will ensure that Gold Fields has met the 2014 BEE equity ownership targets. These transactions include an Employee Share Option Plan for 10.75% of GFIMSA; a broad-based BEE transaction for ten per cent of South Deep; and a broad-based BEE transaction for a further one per cent of GFIMSA, excluding South Deep. The three transactions have a combined value of approximately R2.4 billion and are expected to dilute existing shareholders by between two and three per cent. On November 2, 2010, the shareholders of Gold Fields approved these transactions at the General Meeting. On November 19, 2010, Gold Fields issued 13,525,394 shares to ESOP, housed and administered by the Gold Fields Thusano Share Trust, thereby commencing the implementation of the ESOP transaction. The remaining empowerment transactions are expected to be concluded by the end of December 2010, subject to the satisfaction of certain suspensive conditions. See “Additional Information—Material Contracts—Black Economic Empowerment Transactions”.

On June 30, 2010, a Stakeholders’ Declaration on Strategy for the Sustainable Growth and Meaningful Transformation of South Africa’s Mining Industry, or the Declaration, was signed by the DMR, the Chamber of Mines of South Africa, the South African Mineral Development Association, and three labor unions (the National Union of Mineworkers, the United Association of South Africa and Solidarity). The Declaration addresses critical infrastructure planning, supporting research and development, improving sustainability, increasing local beneficiation, ameliorating the regulatory framework, investing in human resources, greater employment equity (including affirmation of the 40% HDSA management representation target included in the Mining Charter), further development of mine communities, upgrading of living conditions, procurement practices, increased ownership and economic participation by HDSAs (including affirmation of the 26% ownership target included in the Mining Charter), and monitoring and evaluation.

Following a review, the DMR recently amended the Mining Charter and the revised mining charter (the “Revised Mining Charter”) was released on September 13, 2010. See “—Strategy—Securing Our Future—Black Economic Empowerment”.

On September 20, 2010, Gold Fields entered into option agreements with Lepanto Consolidated Mining Company, or Lepanto, a company listed in the Philippines, and Liberty Express Assets, or Liberty, a private holding company, to acquire a 60% interest in the undeveloped gold-copper Far Southeast, or FSE, deposit in the Philippines, or the Far Southeast Transaction. The agreements provide Gold Fields with an 18-month option on FSE, during which time Gold Fields expects to conduct a drilling program as part of a feasibility study on FSE. Gold Fields was required to pay (i) U.S.$10 million in option fees to Lepanto; and (ii) U.S.$44 million as a non-refundable down-payment to Liberty upon signing of the option agreements. After a 12-month period, Gold Fields may decide to proceed with the acquisition of the 60% interest in FSE, in which case a further

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non-refundable down-payment of $66 million will be payable to Liberty, with the final payment of U.S.$220 million payable at the expiration of the option period. The total pre-agreed acquisition price for a 60% interest in FSE, inclusive of all of the above payments, is U.S.$340 million.

On October 1, 2010, Gold Fields announced an international offering of 10 year, U.S.$1 billion bonds consisting of 4.875% bonds due in 2020. The offering closed on October 7, 2010. See “Operating and Financial Review and Prospects—Recent Developments—US$1 Billion Note Issue”.

On November 4, 2010, as a part of the Business Process Reengineering projects, Gold Fields announced that it is undertaking a restructuring of the South Africa Region, and specifically the Driefontein and Kloof mines. The South Africa Region will be reorganized into three operations—a combined Driefontein/Kloof; Beatrix; and South Deep. The Kloof and Driefontein executive offices and the regional office will be combined into a new management team, whose primary role will be to service the new Driefontein/Kloof complex, but which also has governance oversight across the South Africa Region. The team will be based in Libanon and the Regional Office at Constantia will be closed by mid-December 2010. Beatrix, because of its geographic location, and South Deep, being a fully mechanized mine, will remain stand-alone operations. A Strategic Management Office has been established to implement the restructuring and to identify future areas for value. Progress in terms of this project will be reported each quarter under the cost and revenue optimization initiatives for the South Africa region and labeled Project 3M (BPR).

Gold Fields is in the process of changing its year end from June 30 to December 31 beginning in 2011 to align with Gold Fields’ peers in the gold mining industry. Therefore, Gold Fields will file a transition report on Form 20-F for the period from June 30, 2010 through December 31, 2010. Thereafter, Gold Fields will file its next annual report on Form 20-F for the period from January 1, 2011 through December 31, 2011.

Gold Fields is a public company incorporated in South Africa, with a registered office located at 150 Helen Road, Sandown, Sandton, 2196, South Africa, telephone number +27-11-562-9700.

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Organizational Structure

Gold Fields is a holding company with its significant ownership interests organized as set forth below.

Group Structure⁽¹⁾

(1) As at November 26, 2010. Unless otherwise stated, all subsidiaries are, directly or indirectly, wholly-owned by Gold Fields Limited.

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Strategy

Following the appointment of Nicholas Holland as Chief Executive Officer as of May 1, 2008, Gold Fields undertook a review of the Group strategy which concluded that, while the basic strategy remained robust and appropriate, a number of strategic adjustments needed to be made.

These changes were developed and assimilated into a new Gold Fields franchise which describes “who we are”, “what we do”, and “how we do it”, and is comprised of:

• a new vision statement;

• a new set of core values;

• a new overarching strategic production goal;

• the three long-standing but refocused core pillars of the strategy, namely a) “Sweating Our Assets”, b) “Growing Gold Fields”, and c) “Securing Our Future”; and

• a new regional operational delivery model.

In addition a number of short- and medium-term strategic priorities were identified and implemented, most notably the elevation of safety as the Group’s number one value and strategic priority, which is discussed in the section on Securing Our Future below.

Vision Statement

During fiscal 2009, Gold Fields developed a simple yet powerful new vision for the Group:

To be the Global Leader in Sustainable Gold Mining.

The purpose was to establish a simple yet compelling new vision that all stakeholders, in particular Gold Fields’ 56,000 employees around the globe, could understand and buy into, and which could serve as a common and powerful motivational force across the organization.

The new vision statement, which was successfully introduced across the Group during fiscal 2010, reflects Gold Fields’ desire to be the best at what it does rather than to be the biggest; the imperative to maintain a sustainable business model with particular regard to the social, economic and environmental impacts of the Group and its operations on current and future generations of stakeholders; and the fact that Gold Fields is a focused gold mining company as opposed to a diversified precious or poly metals company.

Overarching Strategic Production Goal

The Group’s overarching strategic production goal is to grow its production from the 3.50 million ounces achieved in fiscal 2010, to approximately five million quality, attributable gold equivalent ounces, either in development or production, by 2015. Towards achieving this goal, the South Africa Region is expected to contribute at least two million ounces per annum, with each of the Group’s international regions (the West Africa Region, the Australasia Region and the South America Region) contributing approximately one million attributable ounces. The majority of this growth is expected to come from improvements at the current operations, described in the Sweating Our Assets section below, and from both near mine and greenfields exploration success which is described in the Growing Gold Fields section below.

Core Values

Supporting the vision statement and directing the strategy are six core values that every employee is expected to embrace and which define the way in which Gold Fields conducts its business. These values are:

• Safety

If we cannot mine safely, we will not mine;

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• Responsibility

We act responsibly and care for the environment, each other, and all of our stakeholders—our employees, our communities and our shareholders;

• Honesty

We act with fairness, integrity, honesty and transparency;

• Respect

We treat each other with trust, respect and dignity;

• Innovation

We encourage innovation and entrepreneurship; and

• Delivery

We do what we say we will do.

Sweating Our Assets

Sweating Our Assets is about ensuring that all of the assets in the portfolio are turned to full account safely. It is about ensuring that systems and processes are optimised to deliver what they were designed to deliver; that infrastructure is well maintained to deliver to its full capacity; that mineral resources and reserves are optimally developed and exploited; that costs are well managed, on a NCE basis, to ensure optimal free cash flow; and that all our mines deliver the production that they are capable of delivering safely. Sweating Our Assets is also about technological innovation aimed at improving delivery and about “doing what we say we will do”.

Gold Fields has nine world-class producing mines. Fundamental to the attainment of the Group’s vision and overarching strategic goal is for each one of these mines to produce to its real potential, and to maintain stability, predictability and consistency at its steady state level.

The first priority under Sweating Our Assets is a substantial improvement in the safety performance of the Group, which is discussed in the section on Securing Our Future below.

The second priority under Sweating Our Assets relates to the optimal exploitation of the Group’s substantial mineral reserve endowment. With attributable mineral reserves of 78.0 million gold equivalent ounces, it is essential to bring these ounces to account in the most cost effective way and, in doing so, to ensure longevity for each of the mines. Equally important is the need to achieve the required levels of ore reserve development to create mining flexibility, which is a prerequisite for maintaining stability, predictability and consistency. After safety, ore reserve development is the most important strategic priority for all of the mines in the Group.

The third priority under Sweating Our Assets is to return the Group’s production to its sustainable steady state production level. To this end, a short-term strategic priority was established late in fiscal 2008, for Gold Fields to return to its steady state production of approximately one million ounces of gold per quarter by the third quarter of fiscal 2009, at a NCE of approximately $725 per equivalent ounce (as calculated for management reporting purposes, using an exchange rate of R8.00 to $1.00). As ongoing safety interventions prevented this goal from being achieved in fiscal 2009, the goal for fiscal 2010 was to work towards a target of producing between 925,000 and 950,000 attributable ounces per quarter and between 3.50 and 3.80 ounces during the 12 month period ending June 30, 2011. Thereafter, it is Gold Fields’ goal to achieve a one million ounces per quarter steady state run-rate as a part of the build up to the ultimate goal of five million quality, attributable gold equivalent ounces, either in development or production, by 2015.

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Gold Fields believes the necessary steps for achieving the Group’s short- and medium-term production targets include:

• The completion of the South Deep project in South Africa and the build-up to its full production run rate of between 750,000 and 800,000 ounces per year by the end of 2014;

• A return to stability and consistent production from the three mature mines in the South Africa Region (Driefontein, Kloof and Beatrix), albeit at lower levels than achieved in previous years, but similar to fiscal 2010 levels. This is expected to be achieved on the back of the significant improvement in safety recorded over the past two years and the consequent reduction in unplanned safety closures, as well as an increase in ore reserve development and mining flexibility over the next two to three years;

• A wide range of near mine and organic growth opportunities at the Company’s existing mines in the West Africa, Australasia, and South America Regions;

• A rapidly maturing greenfields exploration pipeline headed by four advanced stage projects, of which at least two, Chucapaca in Peru and Yanfolila in Mali, are expected to reach construction decisions within the next three years; and

• Maintaining production of Tarkwa and Agnew and increasing production at St. Ives and Damang.

The fourth priority under Sweating Our Assets relates to the proactive management of costs with a view to maintaining an NCE of between 20% and 25% at each mine. To this end, a comprehensive and far reaching business process re-engineering program has been implemented at the Driefontein, Kloof and Beatrix mines in South Africa, as well as at the Tarkwa mine in Ghana and the St. Ives mines in Australia. This will entail a significant focus on operating costs and the rationalisation of on-mine and regional overhead cost structures.

Growing Gold Fields

Growing Gold Fields is about growing the value of the business on a per share basis. It is not about size, or the number of ounces produced, but about the quality of the portfolio and the generation of real value for shareholders, on a per share basis.

In the medium-term, Gold Fields’ target is to regionalise and grow into a truly global gold producer, with a goal of approximately one million gold equivalent ounces per annum in production or development in each of its West Africa, Australasia and South America Regions, and at least two million ounces in the South Africa Region.

The bulk of this growth is expected to come from improvements at existing mines as described in the Sweating Our Assets section above, organic growth resulting from near mine exploration success, and from greenfields exploration success.

However, Gold Fields does not pursue growth simply to add incremental ounces to its portfolio. Hence the philosophy that every incremental ounce should be better than the previous ounce in terms of all-in (NCE) costs and, equally important, should offer shareholders growth in ounces per share and enhanced returns on a per share basis.

Despite the slogan No Mergers & Acquisitions Heroics, the Company will consider attractive investment opportunities by pursuing an opportunistic strategy on acquisitions of producing or late-stage development assets. However, the Company does believe that a continuing lack of quality gold discoveries in the industry has led to escalating competition for advanced exploration and production assets. This makes value accretive growth through mergers and acquisitions increasingly onerous and prone to dilution of existing shareholders. For this reason Management believes that, in the current price environment, exploration success generally offers the most cost effective path to accretive and value adding growth.

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The Company’s growth strategy is thus premised on creating high quality growth opportunities mainly through an aggressive focus on near mine exploration at existing assets and an equally aggressive greenfields exploration program in the regions where the Company is based and in a limited number of other highly prospective “new frontiers” around the world. Owing to the shortage of large, viable gold projects, Gold Fields has lowered its size selection criteria compared to previous years. To be considered by Gold Fields, generally growth projects must have the potential to meet certain target criteria (which vary depending on other strategic objectives and the quality of the project) described as “The Rule of Twos”: the potential for a minimum of 2,000,000 (formerly 5,000,000) ounces of reserves; production rates in the range of 200,000 (formerly 500,000) gold equivalent ounces per year; and a positive real internal rate of return of at least 5% for producing assets and brownfields projects, and at least 10% for greenfields projects, adjusted for project-specific risks, at a long-term gold price of $1,000 per ounce.

Emphasis is also placed on reviewing non-geological aspects of prospective projects, such as social, political, environmental and commercial risks, ensuring that an appropriate risk versus reward tradeoff analysis is factored into the decision. Gold Fields is prepared to consider projects with a higher risk profile if it believes they will offer superior returns. The focus will remain on gold and its by-product metals.

Gold Fields will continue to be required to make capital investments in both new and existing infrastructure and opportunities and, therefore, management will be required to continue to balance the demands for capital expenditure in the business and allocate Gold Fields’ resources in a focused manner to achieve its sustainable growth objectives. In the 12 month period ending June 30, 2011, Gold Fields plans to spend about $50 million on near mine exploration, and about $100 million on greenfields exploration (not including exploration spending in relation to the FSE deposit), the latter largely in the three targeted international regions.

Outside South Africa, the three key regions of West Africa, Australasia and South America have been identified as containing prospective emerging gold and mineral belts with medium to long-term potential where Gold Fields has existing operational capabilities. Gold Fields’ objective in each of these regions is to develop one million ounce per annum production profiles. In appropriate circumstances, Gold Fields will also consider opportunities outside its key regions of focus.

During fiscal 2010, Gold Fields made considerable progress on the development of its greenfields exploration pipeline. The Company now has four exploration projects in the advanced drilling category. These include the Yanfolila project in Mali, the Chucapaca project in Peru, the Talas project in Kyrgyzstan, and the Arctic Platinum project in Finland. At the Chucapaca project in Peru, a pre-feasibility study has commenced, and at the Yanfolila project in Mali, a scoping study is expected to be completed by the end of calendar 2011. In addition, the Company has a large number of exploration projects in earlier stages of development. The objective for the 12 month period ending June 30, 2011 is to progress all of the advanced stage projects significantly, and to get at least one more earlier stage exploration project to a scoping study stage.

For acquisitions of assets or companies outside South Africa, South African exchange control regulations limit Gold Fields’ ability to provide guarantees or borrow outside South Africa without express approval from the SARB. However, the government has indicated that its intention is to gradually phase out the remaining exchange controls over time and Gold Fields has a good track record in gaining approval for its offshore acquisitions and in growing its international operations.

Securing Our Future

Securing Our Future is about ensuring the long-term sustainability of the business. It encompasses safety and human resources, as well as a wide range of environmental social and economic parameters that impact on the business today and into the future. It is about acquiring and maintaining a “social license to operate” in each of the jurisdictions in which the Company operates.

The fact that sustainability was introduced as a specific element in Gold Fields new vision statement, to be the global leader in sustainable gold mining, reflects the importance with which this subject is viewed by the

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Group. Gold Fields views sustainable development as a balance between the optimal financial and operational performance of the Group; maintaining of world-class environmental management standards; and contributing meaningfully to socio-economic benefits for the communities in which it operates.

Gold Fields continues to be an active member of the ICMM and is a signatory to the United Nations Global Compact. All mines in the Group, as well as the exploration division, have ISO 14001 certified environmental management systems in place and have retained their certifications after undergoing compliance audits during fiscal 2010.

During fiscal 2010 Gold Fields also became the first mining house to achieve full accreditation for its operations under the International Cyanide Management Code, or the Cyanide Code. The OHSAS 18001 Safety Management System is a company standard and certification a Group requirement. With Cerro Corona being OHSAS 18001 certified and all the other mines successfully undergoing independent audits verifying their compliance during fiscal 2010, all mines in the company are now certified. The Company has developed a Sustainable Development Framework that is closely aligned with the sustainable development principles of the International Council for Minerals and Metals, or ICMM, and the United Nations Global Compact, and Gold Fields is a member of both groups. The Sustainable Development Framework consists of a Sustainable Development Policy, with subsidiary policies, strategies and practice guides in each of the following eight pillars of sustainability, namely: health and safety; human rights; stakeholder engagement; risk management; community; ethics and corporate governance; environment; and materials stewardship.

During fiscal 2010, the Gold Fields Sustainable Development Framework was improved and a wide range of projects were undertaken at Gold Fields’ mines to further enhance their sustainability. A comprehensive review of environmental compliance was conducted in the South Africa, Australasia and West Africa Regions and action plans were formulated and implemented to address weaknesses.

While the Chief Executive Officer has assumed overall executive responsibility for sustainable development within the Group, each one of the regional heads is responsible for the implementation of the Sustainable Development Framework in their respective regions.

Safety

Gold Fields’ health and safety philosophy is premised on our most important value and the overarching moral imperative that if we cannot mine safely, we will not mine. This gives rise to the objective of striving towards a “zero harm” working environment for all its people. During fiscal 2010, 18 employees in South Africa lost their lives compared to 22 during fiscal 2009, reflecting an 18% improvement. Outside South Africa, there were no fatalities in fiscal 2009 or 2010. The fatal injury frequency rate for the Group showed a 15% improvement from 0.13 per million man hours worked in fiscal 2009 to 0.11 in fiscal 2010, following on a 56% improvement during fiscal 2009. The Lost Time Injury Frequency rate showed a 6% improvement to 4.07 per million man hours worked in fiscal 2010 compared to 4.35 in fiscal 2009.

The Company will continue with its commitment to safety, making the safe operation of its mines its top strategic priority. The experience of employee dynamics over the years has led Gold Fields to adopt a more comprehensive approach to the general well-being, and therefore the productivity, of its staff. To this end Gold Fields pursues a broad range of interventions encapsulated in the 24 Hours in the Life of a Gold Fields Employee program. This program was first launched in the South Africa Region in fiscal 2009 and implemented in three international regions during fiscal 2010. Based on the total well-being philosophy, the program is aimed at improving every facet of the life of each employee and includes interventions in the fields of occupational health and safety, healthcare, living conditions, nutrition, sport and recreation and education. As part of its commitment, the Company has undertaken the following initiatives:

• in South Africa, a Safe Production Management Program has been designed and is being rolled out across all the operations. The program, which is principally focused on the prevention of serious and

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fatal accidents, consists of two overarching themes, namely i) “engineering out” of safety risks and, ii) advancing compliance by winning the hearts and minds of Gold Fields’ people by reinforcing positive behaviour. Through a process of review of all historical serious safety incidences and through extensive consultation with numerous parties, the Gold Fields’ Safe Production Rules have been developed to emphasise the fundamental message that mining must be done safely. The Safe Production Rules have been printed in a booklet format and distributed to all employees, and are presented to all new employees and contractors during the induction program. The rules work hand-in-hand with other initiatives like the “Stop, Think, Fix, Verify and Continue” campaign, which has had a tremendous impact on employees’ safety behaviour and awareness;

• in February 2008, the South African operational bonus system was changed to provide an equal weighting between production and safety performance. A similar principle was applied to executive incentive compensation starting in fiscal 2009, with approximately 30% of executive bonus payments, including those of the Chief Executive Officer, now linked to health and safety performance;

• audits to assess each operation’s compliance with Gold Fields’ Full Compliance Occupational Health and Safety Management System now take place annually;

• in fiscal 2009, DuPont International completed a comprehensive safety audit of all of Gold Fields’ operations, covering all aspects of Gold Fields’ health and safety management systems, strategies and plans and the recommendations have been included in the Safe Production Management Program. During April 2010, DuPont completed follow-up audits of all of Gold Fields’ South African operations to assess adherence to the Safe Production Rules and a substantial safety improvement was noted. An average score of 2.7 in 2010 was recorded compared to an average score of 1.8 achieved in fiscal year 2009 on a five-point scale with five being the best. Similar follow-up audits are scheduled for all of the international mines during the 12 months ending June 30, 2011;

• a comprehensive review of the status of infrastructure across all of Gold Fields’ operations was completed during fiscal 2010, identifying a number of items in South Africa that required immediate action to improve safety. These items have all been prioritised and scheduled for action as part of the business planning process; and

• In support of the Safe Production Management Program, a seismic task team, comprising both internal and external experts, was established early in fiscal 2010 to advise Gold Fields on reducing the prevalence and impact of seismic-related incidents. The impact of the task team has been significant in that their recommendations have resulted in a reduction of 82% in the number of seismic related fatalities in South Africa, from 11 in fiscal 2009 to two in fiscal 2010, both of which took place in the first half of fiscal 2010.

Carbon and Energy

Addressing energy management is a key deliverable throughout the Group. Rising energy costs and growing concerns about the effect of climate change have elevated the importance of energy efficiency and carbon management on the global agenda. Against this backdrop Gold Fields has been actively aligning the Company to a carbon-constrained economy. The Company’s intention is to make low-carbon behaviour and energy efficiency the norm within the Company. Therefore existing policies and strategies are being reviewed to move the Group closer to the attainment of these goals.

Integral to this strategy is energy efficiency amid ever-rising energy costs. Specifically in the South Africa Region the target is to deliver an additional 5% reduction in electricity consumption in each of calendar 2011 and 2012, to partially offset the expected 25% per year escalation in electricity costs in 2011, 2012, and 2013. Similar levels of savings in electricity consumption were achieved in South Africa during fiscal 2009 and 2010. Given the high electricity cost increases mooted by the Public Utilities Regulatory Commission, or PURC, in Ghana, similar levels of electricity savings will be pursued by Gold Fields’ Ghanaian operations.

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In line with this new approach to carbon management, Gold Fields has launched a number of initiatives to reduce the greenhouse gases emitted by its operations. In May 2010, Gold Fields took a significant step on this path by committing to sell Certified Emissions Reductions (“CERs”), financial securities used to trade carbon emissions. Gold Fields will derive the CERs from the capture of methane gas at its Beatrix mine in South Africa.

Stakeholder Relationship Management

A central pillar of the Gold Fields Sustainable Development Framework is pro-active engagement with and management of the relationships with stakeholders that have an influence over the affairs of the company or are impacted by its activities. These include in particular the relationships with the Group’s employees and their representative organisations and unions; local, regional and national governments; and the host communities in which Gold Fields operates or that are affected by its operations.

While Gold Fields has achieved significant progress in this respect during fiscal 2010 and all its mines have implemented the ASA 1000 Stakeholder Engagement Standard, a higher level of engagement has become essential to underpin the sustainability of its operations.

This has become evident over the past few years with governments, communities, non-governmental organisations and trade unions in several jurisdictions seeking and, in some cases, implementing greater cost imposts on the mining industry. The most visible example of this during the past year was the hitherto unsuccessful attempt by the Australian federal government to impose a 40% super tax on the mining industry. This tax has been renamed the Mineral Resource Rent Tax, and specifically excludes the gold mining sector, among others.

Similar trends are evident in the cost of electricity and other levies imposed by governments in many of the countries in which Gold Fields operates. There is a risk that such additional punitive imposts on mining projects will raise input costs to unsustainable levels, which would have negative consequences for the projects and, by implication, for the affected countries. In the near future Gold Fields will—directly and through various industry forums—continue and escalate its engagement with stakeholders to achieve greater appreciation for the impact these often ill-considered demands are having on the sector.

Black Economic Empowerment

In the South African environment, Black Economic Empowerment, or BEE, and transformation in terms of the requirements of the MPRDA, and the associated Revised Mining Charter, remains a key business imperative and sustainability issue.

During May 2010 the DMR approved the conversion of the South Deep old order mining right into a new order mining right. Included in this approval was an additional portion of ground known as Uncle Harry’s, which is contiguous to South Deep. The cumulative effect of this approval, together with the previous conversions for the Driefontein, Kloof and Beatrix mines granted in January 2007, is that all of Gold Fields’ South African mines have now received their new order mining rights.

Following a review, the DMR recently amended the Mining Charter and the Revised Mining Charter was released on September 13, 2010. The requirement under the Mining Charter for mining entities to achieve a 26% HDSA ownership of mining assets by the year 2014 has been retained. Amendments to the Mining Charter in the Revised Mining Charter include, inter alia, the requirement by mining companies to (i) facilitate local beneficiation of mineral commodities; (ii) procure a minimum of 40% of capital goods, 70% of services and 50% of consumer goods from HDSA suppliers (i.e. suppliers of which a minimum of 25% + 1 vote of their share capital must be owned by HDSAs) by 2014. These targets will however be exclusive of non-discretionary procurement expenditure; (iii) ensure that multinational suppliers of capital goods contribute a minimum of 0.5% of their annual income generated from South African mining companies towards the socioeconomic development of South African communities into a social development fund from 2010; (iv) achieve a minimum of 40% HDSA demographic

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representation by 2014 at executive management (board) level, senior management (EXCO) level, core and critical skills, middle management level and junior management level; (v) invest up to 5% of annual payroll in essential skills development activities; and (vi) implement measures to improve the standards of housing and living conditions for mineworkers by converting or upgrading mineworkers’ hostels into family units, attaining an occupancy rate of one person per room and facilitating home ownership options for all mineworkers in consultation with organized labor, all of which must be achieved by 2014. In addition, mining companies are required to monitor and evaluate their compliance to the Revised Mining Charter, and must submit annual compliance reports to the DMR. The Scorecard for the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry attached to the Revised Mining Charter, or the Scorecard, makes provision for a phased-in approach for compliance with the above targets over the 5-year period ending in 2014. For measurement purposes, the Scorecard allocates various weightings to the different elements of the Revised Mining Charter. Failure to comply with the provisions of the Revised Mining Charter will amount to a breach of the MPRDA and may result in the cancellation or suspension of a mining company’s existing mining rights and may prevent Gold Fields’ South African operations from obtaining any new mining rights.

In addition, Gold Fields has developed three further empowerment transactions which, when concluded by the end of the 2010 calendar year, will ensure that Gold Fields has met its 2014 BEE equity ownership targets. These transactions include an Employee Share Option Plan for 10.75% of GFIMSA; a broad-based BEE transaction for 10% of South Deep; and a broad-based BEE transaction for a further 1% of GFIMSA, excluding South Deep. The three transactions have a combined value of approximately R2.4 billion and are expected to dilute existing shareholders by between 2% and 3%. On November 2, 2010, the shareholders of Gold Fields approved these transactions at a General Meeting. On November 19, 2010, Gold Fields issued 13,525,394 shares to ESOP, housed and administered by the Gold Fields Thusano Share Trust, thereby commencing the implementation of the ESOP transaction. The remaining empowerment transactions are expected to be concluded by the end of December 2010, subject to the satisfaction of certain suspensive conditions. See “Additional Information—Material Contracts—Black Economic Empowerment Transactions”.

These transactions represent not only a significant milestone for Gold Fields in terms of its compliance with the BEE objectives of the Revised Mining Charter, but are a reflection of the spirit and intent with which Gold Fields has embraced transformation as an imperative for the Company, the industry and South Africa. The Company’s philosophy is to advance the sustainability of its business by engaging the transformation process substantively, as opposed to following a “tick the box” approach.

As such Gold Fields has been an active participant, through the Chamber of Mines, in the Mining Industry Growth, Development and Employment Task Team, or MIGDETT, through which the DMR, business and the trade unions are seeking to promote sustainable growth and meaningful transformation of the mining sector. The parties in MIGDETT on June 30, 2010 signed a stakeholder declaration that committed them to achieving a wide range of objectives and targets by 2014.

Gold Fields subscribes to the declaration and is investing funds and resources towards achieving all the commitments spelled out in the declaration, which range from BEE equity ownership to human resource development. Where the Company may struggle to achieve some of the targets it will timeously engage with the DMR to seek a mutually acceptable solution.

Having said that, Gold Fields is showing good progress in transforming Gold Fields into a company that is starting to reflect the demographics of the wider population and one which supports local economic development and preferential procurement. Already Gold Fields is close to concluding a deal that will meet the 2014 BEE equity ownership targets, as outlined above. See “Risk Factors—The Group’s mineral rights in South Africa are subject to legislation, which could impose significant costs and burdens”

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Regional Delivery Model

Gold Fields views itself as a truly global mining company, but believes that in some circles it is perceived as predominantly a South African company with some international operations. In order to change this perception and to help achieve its operational and growth aspirations, Gold Fields began restructuring its operations into four regions during fiscal 2009. These regions are: South Africa; West Africa; South America; and Australasia.

This restructuring was largely completed in fiscal 2010. All of the key regional executives have been appointed and good progress has been made in creating strong, entrepreneurial and appropriately resourced and incentivised management teams in each region. These teams are tasked with running the mines safely and efficiently, as well as driving and being significantly involved in the growth of the business within each region.

During fiscal 2009, the corporate office was relocated to new premises separate from the South African regional office. Management believes this separation will enhance the ability of the corporate office to serve as a “brains trust”, focused on overall strategy, the allocation of capital and strategic guidance for the regions. During fiscal 2010, the corporate office was further streamlined and currently has only approximately 60 personnel, in line with the strategy of relocating personnel to the regions that they service. The corporate office is now a focused business unit engaged in establishing and monitoring operational standards that apply across the regions in areas such as safety, health and environmental issues, finance and human resources, developing Group-wide strategy, and allocating capital.

Hedging

Gold Fields’ policy remains not to enter into forward sales, derivatives or other hedging arrangements to establish a price in advance for future gold production. Gold Fields believes that investors in Gold Fields’ shares seek an unlimited exposure to movements in the U.S. dollar gold price and the resulting effect on Gold Fields’ earnings. However, commodity hedges are sometimes undertaken in one or more of the following circumstances: to protect cash flows at times of significant capital expenditures; for specific debt servicing requirements; and to safeguard the viability of higher-cost operations.

Gold Fields may, from time to time, establish currency and/or interest rate financial instruments to protect underlying cash flows or to take advantage of potential favourable currency movements.

Strategic Goals and Objectives

Progress against Strategic Goals and Objectives for Fiscal 2010

• To further enhance health and safety performance.

During fiscal 2010, Gold Fields saw a further significant improvement in the overall safety performance of the Group with the achievement of a second successive record safety year. In particular, the fatal injury frequency rate improved by a further 18% over the record improvement achieved in fiscal 2009 – with the number of fatal injuries falling from 22 in fiscal 2009 to 18 in fiscal 2010, while the serious injury frequency rate improved by 20%. The first follow-up health and safety audit by DuPont in the South Africa Region indicated a significant improvement in the overall safety culture in the region, which indicates that Gold Fields efforts to boost safety on a sustainable basis are delivering results, and that Gold Fields First Value, “if we cannot mine safely, we will not mine,” has been thoroughly entrenched throughout the Company.

• To increase development and open–up ore bodies, in particular at Driefontein, Kloof and Beatrix in the South Africa Region, which will improve flexibility and underpin more stable production.

During fiscal 2010, overall development at these three mines increased by 2% from 75,542 meters to 77,188 meters. However, the mechanised flat-end development on all of the long-life shafts increased from a total of 36% during fiscal 2009 to 68% by the end of fiscal 2010. Management believes that this lays the foundation for achieving the target.

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• To maintain momentum in the build-up of South Deep towards its target of producing between 750,000 and 800,000 ounces per annum by the end of 2014.

During fiscal 2010, gold production at South Deep increased by 52% from 175,000 ounces in fiscal 2009 to 265,000 ounces. During the year a new capital control system, the PRISM system, was implemented at the mine to improve controls over capital expenditure. The mission critical shaft deepening project at the ventilation shaft commenced on schedule on April 14, 2010 and full calendar operations were re-introduced to underpin the planned production build-up over the next few years.

• To achieve greater stability, predictability and consistency in production, and to work towards a target of producing between 925,000 and 950,000 attributable gold equivalent ounces per quarter and between 3.5 and 3.8 million gold equivalent ounces for the 12 month period ending June 30, 2011.

During fiscal 2010, Group production increased by 3% from 3.41 to 3.50 million attributable gold equivalent ounces, which is within 5% of the targeted quarterly range of between 925,000 and 950,000 ounces. It is also a significant improvement over the historical 10% planning gap between targets and actual production. To achieve greater stability, consistency and predictability in production performance, significant enhancements were made to the planning and forecasting systems on the mines.

• To increase skills levels across the company by improving Gold Fields’ ability to attract and retain key personnel through a more aggressive program of recruitment, review of remuneration models, and enhancing our education and training initiatives.

During fiscal 2010, management believes that significant progress was made to improve the ability of the Group to attract and retain key personnel and several initiatives were launched to address critical skills shortages. In addition, progress was made in providing technical services and capital project management skills to the international regions through the appointment of an Executive Vice President, International Technical Services and Capital Projects, and the establishment of a specialist team of technical experts. They will provide the international regions with the required technical leadership as well as project management skills for capital projects.

• To further improve Gold Fields’ performance in the field of sustainable development and, in particular, to improve our environmental footprint.

During fiscal 2010, the Gold Fields Sustainable Development Framework was embedded in the company. A wide range of projects was undertaken across all the Group’s mines to further enhance their sustainability. These range from social and community development projects to the commitment to further improve environmental compliance in all of the regions in which Gold Fields operates. In addition a comprehensive review of environmental compliance was conducted in the South Africa, Australasia and West Africa regions and action plans formulated and implemented to address weaknesses and further improve environmental compliance. Subsequent to the fiscal year end, Gold Fields created an executive committee position responsible for sustainable development in order to further focus on this goal.

• To further entrench the regionalisation strategy by bolstering the new executive teams in each of the regions, to drive the operational performance and advance our growth strategy.

During fiscal 2010 the new regional organisation structure was fully implemented and new executive teams put in place. The supporting structures in the regions are now being optimised. As a consequence of moving operational support and control from the Corporate Office to the regions, the Corporate Office in Johannesburg was rationalised to focus on the formulation and implementation of Group strategy; policies and standards; deciding on the allocation of capital; and the performance of Group quality assurance and quality control.

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Specific Strategic Goals and Objectives for the 12 Month Period Ending June 30, 2011

The specific strategic goals and objectives for the 12 month period ending June 30, 2011 flow from the strategy and were designed to consolidate the operational gains made during the 12 month period ending June 30, 2010. The specific strategic goals and objectives for the 12 month period ending June 30, 2011 are:

• Safety

To improve performance against all safety indicators by at least 25% in the South Africa Region and by 20% in the international regions.

• Production

To improve the key controllable elements of the business, namely mining mix, quality and volume, with a view to producing between 3.5 and 3.8 million attributable gold equivalent ounces during the 12 month period ending June 30, 2011.

• Notional Cash Expenditure Margin

To achieve an NCE margin of 20% in the 12 month period ending June 30, 2011 across the Group. To this end a business process re-engineering program is being implemented at the Driefontein, Kloof and Beatrix Gold Mines in the South Africa Region as well as Tarkwa in Ghana and St Ives in Australia. This will entail a significant focus on operating costs, the rationalisation of on-mine and regional overhead cost structures and a review of the mine-to-mill processes.

• Regional Organisational Structure

To further strengthen the new Regional Organisational Structure and to optimise the supporting structures in the West Africa, Australasia and South America Regions for appropriately resourced operational, financial and human resources functions.

• Ore Reserve Development and Flexibility

Through increased ore reserve development to advance opening up of ore bodies to improve flexibility at the long-life shafts at Driefontein, Kloof and Beatrix. The aim is to achieve greater consistency and reliability of operational performance.

• Energy Management and Consumption

To develop strategies for the optimisation of energy management and consumption throughout the Group. Each region needs to offset known and anticipated cost increases by saving a further 5% of electricity consumption up until the second quarter of calendar 2011.

• Skills Requirements

To take the steps required to ensure that the Group has an adequate supply of critical skills in all key disciplines, specifically through competitive recruitment strategies and practices. Retention strategies are aimed at ensuring that existing employees are afforded opportunities for growth through improved education and training; talent management and mentorship; and leadership development.

• Group Transformation

To significantly advance the transformation objectives of the Group in line with the requirements of the MPRDA and the associated Revised Mining Charter. These include the transformation of the Group’s Board of Directors and Executive Committee; the ongoing fulfillment of the Social and Labour Plan commitments at the South African mines; the implementation of the South Deep mining rights conversion; and the execution of the three transactions proposed for securing the 2014 requirements for Black Economic Empowerment ownership of the South African assets.

• Stakeholder Relations Management

To further advance positive and mutually beneficial relationships between the company and its many stakeholders, specifically governments, organised labour and host communities, in each of the jurisdictions in which Gold Fields operates.

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• Growth Projects

To continue the momentum achieved in the production build-up at the South Deep project and to ensure the delivery of the milestones required to achieve the production target of between 750,000 and 800,000 ounces of gold by the end of 2014.

To complete the construction of the Athena underground mine at the St Ives mine in Australia and to commence production early in calendar 2011. Furthermore, to complete the feasibility study of the Hamlet project and to commence construction also in the first quarter of calendar 2011.

To complete the feasibility study and commence construction of the Oxide Plant at the Cerro Corona Mine in Peru during the first quarter of calendar 2011.

To complete the pre-feasibility study of the Chucapaca project which is planned for the third quarter of calendar 2011.

To continue work on the pilot plant testing at the Arctic Platinum Project.

To continue work on an 80,000 meter drill program which is underway at the Far Southeast Project.

Reserves of Gold Fields as of June 30, 2010

Methodology

Gold Fields is in the process of changing its year-end from June to December to align with the company’s peers in the gold mining industry. Consequently, the June 30, 2010 Mineral Reserves primarily reflect mining depletion of last year’s figures except where material differences were encountered for technical or economic reasons, in which case suitably revised models and schedules were implemented.

Methodology applied for the June 30, 2010 declaration:

	Methodology applied
Operation	Mineral Reserves
Driefontein	30 June 2009—depleted
Kloof	30 June 2009—depleted plus exclusions of lower grade ore at 7 Shaft
Beatrix	30 June 2009—depleted plus exclusions of specific mining areas as a result of infrastructure and footprint reduction
South Deep	30 June 2009—depleted
Tarkwa	Additional exploration drilling incorporated and new model for the “Ridge” portion of Akontansi, updated Reserve costs, optimisation and schedule
Damang	Additional exploration drilling incorporated, owner mining costs and updated Reserve schedules
St Ives	Additional drilling incorporated, new models, updated Reserve schedules
Agnew	Additional exploration drilling incorporated, owner mining costs and updated Reserve schedules
Cerro Corona	Sylvita Concession, cut-back incorporated, revised costs and prices, steeper slope angles, updated Resource model, capacity of TSF increased by 6Mt grade control model included in overall

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While there are some differences between the definition of the South African Code for Reporting of Mineral Resources and Mineral Reserves, or SAMREC Code, and that of the Securities and Exchange Commission’s, or SEC’s, industry guide number 7, only reserves at each of Gold Fields’ operations and exploration projects as of June 30, 2010 which qualify as reserves for purposes of the SEC’s industry guide number 7 are presented in the table below. See “—Glossary of Mining Terms”. In accordance with the requirements imposed by the JSE, Gold Fields reports its reserves using the terms and definitions of the SAMREC Code. Mineral or ore reserves, as defined under the SAMREC Code, are divided into categories of proved and probable reserves and are expressed in terms of tons to be processed at mill feed head grades, allowing for estimated mining dilution, recovery and other factors.

Gold Fields reports reserves using cut-off grades (international operations and South Deep) and pay limits (South Africa excluding South Deep) to ensure the reserves realistically reflect both the cost structures and required margins relevant to each mining operation. Cut-off grade is the grade that distinguishes the material within an orebody that is to be extracted and treated from the remaining material. The pay limit is the grade at which an orebody can be mined without profit or loss calculated using an appropriate gold price and working costs, plus modifying factors. Modifying factors used to calculate the pay limit grades include adjustments to mill delivered amounts, due to dilution incurred in the course of mining. Modifying factors applied in estimating reserves are primarily historical, but commonly incorporate adjustments for planned operational improvements such as those described below under “—Description of Mining Business—Productivity Initiatives”. Tonnage and grade may include some mineralization below the selected pay limit and cut-off grade to ensure that the reserve comprises blocks of adequate size and continuity. Reserves also take into account cost levels at each operation and are supported by mine plans.

The estimation of reserves at the South African underground operations is based on surface drilling, underground drilling, surface three-dimensional reflection seismics, orebody facies modeling, structural modeling, underground mapping channel sampling and geostatistical estimation. The reefs are initially explored by drilling from the surface on an approximately 500 meter to 2,000 meter grid. Once underground access is available, drilling is undertaken on an approximately 30 meter by 60 meter grid. Underground channel sampling perpendicular to the reef is undertaken at three-meter intervals in development areas and five-meter intervals at stope faces.

The following sets out the reserve estimation methodologies for the different categories of reserves at the underground operations of each of the South African mines.

Driefontein

Reserve Classification	Sample Spacing  Range Min/Max (meters)	Maximum Distance Data  is Projected (meters)
Proved	3 to 180	110
Probable (AI)(1)	3 to 1,140	570
Probable (BI)(1)	3 to 2,840	1,420

Note:

(1) AI is above infrastructure; BI is below infrastructure.

For proved reserves, the orebody is opened up and sampled on a three-meter spacing for development (such as raises), and a five meter grid for stoping, together with underground borehole spacings ranging from tens to hundreds of meters. Blocks classified as proved are therefore generally adjacent to closely spaced sampling and generally pierced by a relatively dense irregular pattern of boreholes. Estimation is constrained within both geologically homogenous structural and facies zones, and is generally derived from either ordinary or simple kriged small-scale grids, ranging from 10 meter to 20 meter block sizes.

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For above infrastructure probable reserves, the estimates are founded on significant numbers of samples on a three-meter spacing for development, and a five-meter grid for stoping bordering these areas. In addition underground borehole spacings ranging from tens to hundreds of meters are used together with surface boreholes and seismic surveys. Blocks classified as probable (AI) are generally adjacent to blocks classified as proved. Estimation is constrained within homogenous structural and facies zones, and is generally derived from either ordinary or simple kriged medium- to macro-scale-sized grids ranging from 40 meter to 420 meter sizes, or through declustered averaging or Sichel “t” techniques. For planning purposes, these blocks are further evaluated to facilitate the selection of blocks above the pay limit.

For below infrastructure probable reserves, the estimates access the significant numbers of samples on a three-meter spacing for development, and a five-meter grid for stoping above these areas. In addition underground borehole spacings ranging from tens to hundreds of meters are used together with surface boreholes and seismic surveys. Blocks classified as probable (BI) are generally downdip of blocks classified as proved or probable (AI). Estimation is constrained within homogenous structural and facies zones, and is generally derived from either ordinary or simple kriged medium- to macro-scale-sized grids ranging from 40 meters to 420 meter sizes, or through declustered averaging or Sichel “t” techniques. For planning purposes, these blocks are further evaluated to facilitate the selection of blocks above the pay limit.

Kloof

Reserve Classification	Sample Spacing  Range Min/Max (meters)	Maximum Distance Data  is Projected (meters)
Proved	3 to 150	150
Probable (AI)(1)	3 to 718	360
Probable (BI)(1)	3 to 1,390	890

Note:

(1) AI is above infrastructure; BI is below infrastructure.

Estimations for proved reserves are made on the same basis as at Driefontein.

Estimations for above infrastructure probable reserves are made on the same basis as at Driefontein, but with medium-sized kriged grids starting from 40 meters to macro blocks of 400 meters. For planning purposes, these blocks are further evaluated to facilitate the selection of blocks above the pay limit.

Estimations for below infrastructure probable reserves are made on the same basis as at Driefontein, but with medium-sized kriged grids starting from 40 meters to macro blocks of 400 meters. The distinction between estimation techniques for above infrastructure and below infrastructure probable reserves is the same as at Driefontein. For planning purposes, these blocks are further evaluated to facilitate the selection of blocks above the pay limit.

Beatrix

Reserve Classification	Sample Spacing  Range Min/Max (meters)	Maximum Distance Data  is Projected (meters)
Proved	3 to 120	120
Probable (AI)(1)	3 to 820	700
Probable (BI)(1)	3 to 580	740

Note:

(1) AI is above infrastructure; BI is below infrastructure.

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Estimations for proved reserves are made on the same basis as at Driefontein but with kriging blocks ranging from 16 meters to 32 meters.

Estimations for above infrastructure probable reserves are made on the same basis as at Driefontein but with medium-sized kriged blocks of 32 meters, and macro geological zone estimates being made through declustered averaging or Sichel “t” techniques or macro-scale-sized kriged grids of up to 128 meters. For planning purposes these blocks are further evaluated to facilitate the selection of blocks above the pay limit.

Estimations for below infrastructure probable reserves are made on the same basis as at Driefontein but with medium-sized kriged blocks being 32 meters, to macro geological zone estimates through declustered averaging or Sichel “t” techniques or macro scale sized kriged grids of up to 128 meters. The distinction between estimation techniques for above infrastructure and below infrastructure probable reserves is the same as at Driefontein. For planning purposes, these blocks are further evaluated to facilitate the selection of blocks above the pay limit.

South Deep

Reserve Classification	Sample Spacing  Range Min/Max (meters)	Maximum Distance Data  is Projected (meters)
Proved	0 to 100	220
Probable (AI)(1)	100 to 180	450
Probable (BI)(1)	>180	1,200

Note:

(1) AI is above infrastructure; BI is below infrastructure.

For proved reserves, the orebody must be fully destressed and drilling is planned at an approximate 30-meter by 30-meter grid-spacing for development (such as access ramps and drives), and similarly for stoping. Estimation is constrained within both geologically homogenous structural and facies zones, and is generally derived from either ordinary or simple kriged small-scale grids.

For above infrastructure probable reserves, the estimates access a significant number of samples on spacing greater than the spacing for development and stoping bordering these areas. In addition, borehole spacings ranging from tens to hundreds of meters are used in conjunction with 3D seismic survey results that confirm certain structural elevations and surfaces. Reserves classified as probable above infrastructure are generally adjacent to those classified as proven. Estimation is constrained within homogenous structural and facies zones, and is generally derived from simple and ordinary kriging and through declustered averaging techniques.

The below infrastructure probable reserves are based on the December 2005 pre-acquisition reserve figures as defined by an Independent Review Panel acting on behalf of the Barrick Gold—Western Areas Joint Venture between BGSA (formerly, Placer Dome South Africa Proprietary Limited) and Western Areas Limited. See “Information on South Deep, Western Areas and BGSA” and “Risk Factors—Gold Fields has not independently confirmed the reliability of the South Deep, BGSA or Western Areas information for the period prior to their respective acquisitions by Gold Fields as included in this annual report.”

The primary assumptions of continuity of the geologically homogenous zones are driven by the geological model, which is updated when new information arises. Any changes to the model are subject to peer, internal technical corporate consultant and independent consultant review. Historically, mining at South African deep- level gold mines has shown significant geological continuity, so that new mines were started based on limited surface borehole information. Customarily, geological models are primarily based on the definition of different facies within each conglomerate horizon. These facies are extrapolated into new, undeveloped areas taking into account any surface borehole data in those areas. Normally these facies are continuous, supported by extensive historical sample databases, and can be incorporated in the macro kriging of large blocks.

53

Ghana

For the Tarkwa open pit operation, estimation of reserves is based on a combination of an initial 100- or 200-meter grid of diamond drilling and in certain areas a 12.5 meter to 25.0 meter grid of reverse circulation drilling. For the Damang open pit operation, estimation of reserves is based on a 20 meter to 80 meter grid of combined reverse circulation and diamond drilling and, in certain areas, reverse circulation drilling on an eight-meter by five-meter drill grid.

Australia

At the Australian operations, the estimation of reserves for both underground and open pit operations is based on exploration, sampling and testing information gathered through appropriate techniques, primarily from boreholes and mine development. The locations of sample points are spaced closely enough to deduce or confirm geological and grade continuity. Generally, drilling is undertaken on grids, which range between 20 meters by 20 meters to 40 meters by 40 meters, although this may vary depending on the continuity of the orebody. Due to the variety and diversity of resources at St. Ives and Agnew, sample spacing may also vary depending on each particular ore type.

Peru

For the Cerro Corona operation, estimation is based on diamond drill and reverse circulation holes. The spacing of holes at Cerro Corona is generally around 50 meters, with some areas approximating a 25-meter grid.

54

Reserve Statement

As of June 30, 2010, Gold Fields had aggregate attributable proved and probable gold reserves of approximately 75.9 million ounces as set forth in the following table.

Gold ore reserve statement as of June 30, 2010⁽¹⁾

	Tons		Proved reserves Head Grade		Gold		Tons		Probable reserves Head Grade		Gold		Tons		Total reserves Head Grade		Gold		Attributable gold production in the 12 months ended June 30, 2010(2)
	(million)		(g/t)		(‘000 oz)		(million)		(g/t)		(‘000 oz)		(million)		(g/t)		(‘000 oz)		(‘000 oz)
Underground (“UG”) South Africa
Driefontein (UG) (total).		15.7		7.4		3,714		46.0		9.0		13,353		61.7		8.6		17,066		628
Above infrastructure(3)		15.7		7.4		3,714		18.6		8.8		5,256		34.3		8.1		8,969		628
Below infrastructure(3)		—		—		—		27.4		9.2		8,097		27.4		9.2		8,097		—
Kloof (UG) (total)		16.4		7.4		3,934		20.5		7.9		5,225		36.9		7.7		9,159		522
Above infrastructure(3)		16.4		7.4		3,934		17.1		7.9		4,357		33.5		7.7		8,291		522
Below infrastructure(3)		—		—		—		3.4		8.0		868		3.4		8.0		868		—
South Deep (UG) (total)(6)		14.1		6.0		2,700		134.1		6.2		26,558		148.2		6.2		29,258		261
Above infrastructure(3)(6)		14.1		6.0		2,700		67.5		6.6		14,243		81.6		6.5		16,943		261
Below infrastructure(3)(6).		—		—		—		66.6		5.8		12,315		66.6		5.8		12,315		—
Beatrix (UG) (total)		10.3		4.8		1,585		25.4		5.0		4,120		35.6		5.0		5,705		386
Above infrastructure(3)		10.3		4.8		1,585		23.0		5.1		3,749		33.3		5.0		5,334		386
Below infrastructure(3)		—		—		—		2.4		4.8		371		2.4		4.8		371		—
Australia
St. Ives		1.0		5.5		183		5.4		4.8		834		6.4		4.9		1,017		199
Agnew		0.7		6.9		166		6.0		5.5		1,061		6.7		5.7		1,226		158
Total Underground		58.2		6.6		12,282		237.4		6.7		51,151		295.5		6.7		63,431		2,154
Surface (Rock Dumps)
Driefontein		—		—		—		6.8		0.7		152		6.8		0.7		152		82
Kloof		—		—		—		11.2		0.9		314		11.2		0.9		314		45
South Deep(6)		—		—		—		—		—		—		—		—		—		4
Beatrix		—		—		—		3.0		0.4		35		3.0		0.4		35		6
Surface (Production Stockpile)
Ghana
Tarkwa		2.8		0.7		64		—		—		—		2.8		0.7		64		8
Damang		—		—		—		3.3		1.1		114		3.3		1.1		114		—
Australia
St. Ives		5.2		1.0		170		—		—		—		5.2		1.0		170		—
Agnew		—		—		—		—		—		—		—		—		—		7
Peru
Cerro Corona		1.0		1.3		39		—		—		—		1.0		1.3		39		—
Surface (Open Pit)
Ghana
Tarkwa		94.5		1.3		3,983		76.3		1.2		2,961		170.8		1.3		6,944		504
Damang(5)		2.0		1.6		104		24.4		1.6		1,291		26.4		1.6		1,395		147	(4)
Australia
St. Ives(5)		1.1		2.4		84		17.9		1.8		1,019		19.0		1.8		1,103		222	(4)
Agnew(5)		—		—		—		—		—		—		—		—		—		—
Peru
Cerro Corona		19.1		1.0		636		51.9		0.9		1,541		71.0		1.0		2,177		113	(4)
Total Surface		125.7		1.3		5,080		194.9		1.2		7,429		320.6		1.2		12,507		1,139
Grand Total		183.9		2.9		17,361		432.3		4.2		58,579		616.1		3.8		75,940		3,293

55

	Tons		Proved reserves Head Grade		Gold		Tons		Probable reserves Head Grade		Gold		Tons		Total reserves Head Grade		Gold		Attributable gold production in the 12 months ended June 30, 2010(2)
	(million)		(g/t)		(‘000 oz)		(million)		(g/t)		(‘000 oz)		(million)		(g/t)		(‘000 oz)		(‘000 oz)
Totals by Mine
Driefontein		15.7		7.4		3,714		52.8		8.0		13,505		68.5		7.8		17,219		710
Kloof		16.4		7.4		3,934		31.7		5.4		5,539		48.1		6.1		9,473		567
South Deep(6)		14.1		6.0		2,700		134.1		6.2		26,558		148.2		6.1		29,258		265
Beatrix		10.3		4.8		1,585		28.4		4.6		4,155		38.6		4.6		5,740		392
Tarkwa		97.3		1.3		4,047		76.3		1.2		2,961		173.6		1.3		7,008		512
Damang		2.0		1.6		104		27.8		1.6		1,406		29.8		1.6		1,509		147
St. Ives		7.3		1.9		437		23.3		2.5		1,853		30.6		2.3		2,290		421
Agnew		0.7		6.9		166		6.0		5.5		1,061		6.7		5.7		1,226		165
Cerro Corona		20.1		1.0		675		51.9		0.9		1,541		72.0		1.0		2,216		113
Grand Total		183.9		2.9		17,361		432.3		4.2		58,579		616.1		3.8		75,940		3,293

Notes:

(1) (a) Quoted as mill delivered metric tons and Run of Mine, or RoM, grades, inclusive of all mining dilutions and gold losses except mill recovery. Metallurgical recovery factors have not been applied to the reserve figures. The approximate metallurgical factors are as follows: (1) Driefontein 97.0%; (2) Kloof 97.6%; (3) Beatrix 96.0%; (4) South Deep 97.3%; (5) Tarkwa 97.0% for milling, 64.0% for heap leach; (6) Damang 92.5% to 93.5%; (7) St. Ives 89.4% for milling, 55% to 75% for heap leach; (8) Agnew 94.7%; and (9) Cerro Corona 53% to 74% for gold. The metallurgical recovery is the ratio, expressed as a percentage, of the mass of the specific mineral product actually recovered from ore treated at the plant to its total specific mineral content before treatment. The South African operations have a fairly consistent metallurgical recovery, while the recoveries on the International operations vary according to the mix of the source material and method of treatment.

(b) For Driefontein, Kloof and Beatrix, a gold price of Rand 240,000 per kilogram ($925 per ounce at an exchange rate of Rand 8.07per $1.00) was applied in valuing ore reserve figures (please refer to Note 1(g) below). For the Tarkwa and Damang operations, ore reserve figures are based on an optimized pit at a gold price of $925 per ounce. For the Australian operations, ore reserve figures are based on a gold price of A$1,100 per ounce ($925 per ounce at an exchange rate of A$1.19 per $1.00). Open pit ore reserves at the Australian operations are similarly based on optimized pits. The gold price used for reserves is the approximate three-year trailing average, calculated on a monthly basis, of the London afternoon fixing price of gold. These prices are approximately 4% higher in South African Rand terms, 16% higher in U.S. dollar terms and 10% higher in Australian dollar terms than the prices used for the June 30, 2009 declaration and reflect the effect of a consistently increasing gold price on historical average. Gold Fields is still evaluating the overall reserve position at South Deep following its acquisition of the mine during fiscal 2007 and accordingly has included the reserves for the Upper Elsburg reefs in the Current Mine and in Phase 1 north of the Wrench Fault and also Phase 1 south of the Wrench Fault (above mine infrastructure) as remodeled, re-evaluated, designed and scheduled in accordance with Gold Fields’ standards and procedures. The remainder of the reserves are as declared by the Barrick Gold—Western Areas Joint Venture (now, the South Deep Joint Venture) as at December 31, 2005, before its acquisition by Gold Fields. These historical reserves were calculated using a Rand price of 87,193 per kilogram ($400 per ounce at an exchange rate of Rand 6.78 per $1.00). For the Cerro Corona gold reserves, the optimized pit is based on a gold price of $925 per ounce and a copper price of $2.40 per pound, which, due to the nature of the deposit and the importance of net smelter returns, need to be considered together.

(c) For the South African operations, mine dilution relates to the difference between the mill tonnage and the stope face tonnage and includes other sources stoping (which is waste that is broken on the mining horizon, other than on the stope face), development to mill and tonnage discrepancy (which is the difference between the tonnage expected on the basis of the mine’s measuring methods and the tonnage accounted for by the plant). For the International operations, dilution relates to unplanned waste and/or low-grade material being mined and delivered to the mill. Ranges are given for those operations that have multiple orebody styles and mining methodologies. The mine dilution factors are as follows: (i) Driefontein 23%; (ii) Kloof 27%; (iii) Beatrix 23%; (iv) South Deep 6%; (v) Tarkwa 11%; (vi) Damang 15% for hydrothermal and 20 cm for each of the hanging wall and footwall for paleoplacer; (vii) St. Ives 6% to 13% (open pits) and 2% to 47% (underground); (viii) Agnew 12% to 38%; and (ix) Cerro Corona 0%.

56

(d) The mining recovery factor relates to the proportion or percentage of ore mined from the defined orebody at the gold price used for the declaration of reserves. This percentage will vary from mining area to mining area and reflects planned and scheduled reserves against total potentially available reserves (at the gold price used for the declaration of reserves), with all modifying factors, mining constraints and pillar discounts applied. The mining recovery factors are as follows: (i) Driefontein 81%; (ii) Kloof 77%; (iii) Beatrix 50%; (iv) Tarkwa 98%; (v) Damang 100%; (vi) St. Ives 90% to 99% (open pits) and 75% to 95% (underground); and (vii) Agnew 100%. The methodology of this factor is currently being reviewed across the operations, and South Deep continues to be excluded from this summary pending completion of the review of the original acquisition model.

(e) The pay limit (South African operations) and cut-off grade (International operations) vary per shaft, open pit or underground mine, depending on the respective costs, depletion schedule, ore type and dilution. The following are the average or range of values applied in the planning process: (i) Driefontein 1,170 cm.g/t; (ii) Kloof 1,310 cm.g/t; (iii) Beatrix 840 cm.g/t; (iv) South Deep 4.0g/t (at South Deep, the values are expressed in g/t, as focus is on tonnage rather than square meters, and they are only applicable to the area remodeled by Gold Fields); (v) Tarkwa 0.31 g/t for heap leach and 0.44 g/t for mill feed; (vi) Damang 0.70 g/t for fresh ore and 0.38 g/t for oxide ore; (vii) St. Ives 0.7 g/t for heap leach, 0.7 g/t for mill feed—open pit, and 1.7 g/t to 3.3 g/t for mill feed— underground; (viii) Agnew 0.37 g/t for mill feed—stockpiles, and 3.1 to 4.4 g/t for mill feed— underground; and (ix) Cerro Corona $13.95 net smelter return (combined copper and gold).

(f) Totals may not sum due to rounding. Where this occurs it is not deemed significant.

(g) Due to the change in fiscal year end from June 30 to December 31 going forward, the South African pay limits used for reserves are based on the June 30, 2009 estimate of Rand 230,000 per kilogram ($800 per ounce at an exchange rate of Rand 8.07 per $1.00). The South African June 30, 2009 reserves have been depleted for mining and take into consideration (a) for Driefontein, the suspension of operations at Shaft No. 9; (b) for Kloof, the exclusion of lower grade ore removal from the Shaft No. 7 profile, based on the latest evaluation and (c) for Beatrix, the exclusions of G-Block and the south-western corner at the South Section due to economics and a desire to reduce Gold Fields’ environmental footprint, together with the inclusion of a small amount of surface material.

(2) Actual gold produced after metallurgical recovery.

(3) Above infrastructure reserves relate to mineralization which is located at a level at which an operation currently has infrastructure sufficient to allow mining operations to occur. Below infrastructure reserves relate to mineralization which is located at a level at which an operation currently does not have infrastructure sufficient to allow mining operations to occur, but where the operation has made plans to install additional infrastructure in the future which will allow mining to occur at that level. The current studies for below infrastructure reserves at Driefontein, which contemplate accessing the area via a sub-vertical shaft complex, are currently being reviewed versus multiple declines, which may materially impact the below infrastructure reserve ounces at this operation.

(4) Includes some gold produced from stockpile material, which cannot be separately measured.

(5) Excludes inferred material within the pit design.

(6) See “Risk Factors—Gold Fields has not independently confirmed the reliability of the South Deep, BGSA or Western Areas information for the period prior to their respective acquisitions by Gold Fields included in this annual report” and note (1)(b) above.

The following table sets forth the proved and probable copper reserves of the Cerro Corona mine as of June 30, 2010 that are attributable to Gold Fields.

Copper ore reserve statement as of June 30, 2010⁽¹⁾⁽²⁾

	Tons		Proved Reserves Grade Cu		Cu		Tons		Probable Reserves Grade Cu		Cu		Tons		Total Reserves Grade Cu		Cu		Attributable copper production in the 12 months ended June 30, 2010
	(million)		(%)		(million lbs)		(million)		(%)		(million lbs)		(million)		(%)		(million lbs)		(million lbs)
Surface (Open Pit) Peru
Cerro Corona		20.1		0.5		233		51.9		0.5		555		72.0		0.5		788		73.7

57

Notes:

(1) Metallurgical recovery factors have not been applied to the reserve figures. The approximate metallurgical factor for copper at Cerro Corona is 65% to 90%.

(2) For the copper reserves, the optimized pit is based on a gold price of $925 per ounce and a copper price of $2.40 per pound, which, due to the nature of the deposit, need to be considered together.

Gold and copper price sensitivity

The amount of gold mineralization that Gold Fields can economically extract, and therefore can classify as reserves, is very sensitive to fluctuations in the price of gold. At gold prices significantly different than the gold price of $925 per ounce used to estimate Gold Fields’ attributable gold reserves (excluding copper) of 75.9 million ounces of gold as of June 30, 2010 listed above, Gold Fields’ operations would have had materially different reserves. Based on the same methodology and assumptions as were used to estimate Gold Fields’ reserves as of June 30, 2010 listed above, but applying different gold prices that are 10% above and below the $925 per ounce gold price used to estimate Gold Fields’ attributable reserves, the attributable gold reserves of Gold Fields’ operations, excluding South Deep, would have been as follows:

	$833/oz		$925/oz		$1,017/oz
	(‘000 oz)
Driefontein(1)		16,359		17,219		17,683
Kloof(1)		8,409		9,473		9,940
Beatrix(1)		4,977		5,740		6,492
Tarkwa		6,247		7,008		8,114
Damang		1,323		1,509		1,650
St. Ives		2,112		2,290		2,703
Agnew		1,102		1,226		1,333
Cerro Corona(2)		2,216		2,216		2,216

Notes:

(1) South African operations’ reserves include run-of-mine ore stockpiles and low-grade strategic stockpiles. Gold Fields is still evaluating the overall reserve position at South Deep following its acquisition of the mine during fiscal 2007. It has included the Phase 2 reserves for South Deep declared by the Placer Dome—Western Areas Limited Joint Venture as at December 31, 2005, calculated using a U.S. dollar price of $400 per ounce and has updated to June 30, 2009 for remodeling of the Upper Elsburg reefs in the Current Mine, Phase 1 north of the Wrench Fault and also Phase 1 south of the Wrench Fault (above mine infrastructure). Therefore, it is not feasible to present a comparable sensitivity analysis for South Deep. See “Risk Factors—Gold Fields has not independently confirmed the reliability of the South Deep, BGSA or Western Areas information for the period prior to their respective acquisitions by Gold Fields included in this annual report.”

(2) Under the current tailings dam design at Cerro Corona, reserves would not respond to an upward movement of the gold price because of current capacity constraints at the tailings storage facility for the Cerro Corona mine. A decrease of 10% in gold prices is insufficient to affect the level of gold reserves.

The London afternoon fixing price for gold on November 26, 2010 was U.S.$1,355 per ounce. Gold Fields’ attributable gold reserves decreased from 78.9 million ounces at June 30, 2009 to 75.9 million ounces at June 30, 2010, primarily due to mining depletion.

The amount of copper mineralization that Gold Fields can economically extract, and therefore can classify as reserves, could be sensitive to fluctuations in the price of copper. However, under the current tailings dam design at Cerro Corona, reserves would not respond to an upward movement of the copper price because of current capacity constraints at the tailings storage facility for Cerro Corona and a decrease of 10% in copper prices is insufficient to affect the level of copper reserves.

58

The London Metal Exchange, or LME, cash buyer price for copper on November 26, 2010 was U.S.$8,289 per ton.

Gold Fields’ methodology for determining its reserves is subject to change and is based upon estimates and assumptions made by management regarding a number of factors as noted above under “—Methodology”. Accordingly, the sensitivity analysis of Gold Fields’ reserves provided above should not be relied upon as indicative of what the estimate of Gold Fields’ reserves would actually be or have been at the gold or copper prices indicated, or at any other gold or copper price, nor should it be relied upon as a basis for estimating Gold Fields’ ore reserves based on the current gold or copper price or what Gold Fields’ reserves will be at any time in the future. See “Risk Factors—Gold Fields’ reserves are estimates based on a number of assumptions, any changes to which may require Gold Fields to lower its estimated reserves.”

Geology

The majority of Gold Fields’ gold production is derived from deep-level underground gold mines located along the northern and western margins of the Witwatersrand Basin in South Africa. These properties include the Driefontein operation, the Kloof operation, the Beatrix operation and the South Deep operation. These mines are typical of the many Witwatersrand Basin operations, which have been the primary contributors to South Africa’s production of a significant portion of the world’s recorded gold output since 1886.

The Witwatersrand Basin comprises a 6,000 meter vertical thickness of sedimentary rocks, extending laterally for some 350 kilometers northeast to southwest by some 1,200 kilometers northwest to southeast, generally dipping at shallow angles toward the center of the basin. The basin outcrops at its northern extent near Johannesburg but to the west, south and east it is overlaid by up to 4,000 meters of volcanic and sedimentary rocks. The Witwatersrand Basin is Archaean in age, meaning the sedimentary rocks are of the order of 2.8 billion years old.

Gold mineralization occurs within laterally extensive quartz pebble conglomerate horizons called reefs, which are developed above unconformable surfaces near the basin margin. As a result of faulting and primary controls on mineralization processes, the gold fields are not continuous and are characterized by the presence or dominance of different reef units. The reefs are generally less than two meters in thickness and are widely considered to represent laterally extensive braided fluvial deposits or unconfined flow deposits, which formed along the flanks of alluvial fan systems around the edge of an inland sea. Dykes and sills of diabase or dolerite composition are developed within the Witwatersrand Basin and are associated with several intrusive and extrusive events.

The gold generally occurs in native form, often associated with pyrite, carbon and uranium. Pyrite and gold within the reefs display a variety of forms, some obviously indicative of detrital transport within the depositional system and others suggesting crystallization within the reef itself.

The most fundamental controls of gold distribution are the primary sedimentary features such as facies variation and channel directions. Consequently, the modeling of sedimentary features within the reefs and the correlation of payable grades within certain facies is key to in situ reserve estimation as well as effective operational mine planning and grade control.

For a discussion of the geological features present at the Tarkwa, Damang, St. Ives, Agnew and the Cerro Corona mines, see the geology discussion contained in the description of each of those mines found below under “—Gold Fields’ Mining Operations—Ghana Operations—Tarkwa Mine,” “—Gold Fields’ Mining Operations—Ghana Operations—Damang Mine,” “—Gold Fields’ Mining Operations—Australia Operations—St. Ives,” “—Gold Fields’ Mining Operations—Australia Operations—Agnew”, “—Gold Fields’ Mining Operations—Peru Operations—Cerro Corona”.

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Description of Mining Business

The discussion below provides a general overview of the mining business as it applies to Gold Fields.

Exploration

Exploration activities are focused on the extension of existing orebodies and identification of new orebodies both at existing sites and at undeveloped sites. Once a potential orebody has been discovered, exploration is extended and intensified in order to enable clearer definition of the orebody and the potential portions to be mined. Geological techniques are constantly refined to improve the economic viability of prospecting and mining activities.

Mining

Gold Fields currently mines only gold and copper, with silver as a by-product. The mining process can be divided into two principal activities: (i) developing access to the orebody; and (ii) extracting the orebody once accessed. These two processes apply to both surface and underground mines.

Underground Mining

Developing Access to the Orebody

For Gold Fields’ South African underground mines, access to orebodies is provided through vertical, inclined and declined shaft systems. If additional depth is required to fully exploit the reef, and it is economically feasible, then secondary (sub-vertical) or tertiary shafts are sunk from the underground levels. Horizontal development at various intervals of a shaft, known as levels, extends access to the horizon of the reef to be mined. On-reef development then provides specific mining access. South African mine layouts generally follow a linear, crisscross pattern, while Australian mines have more varied layouts and typically use a spiral-shaped decline layout to descend alongside the orebody.

Extracting the Orebody

Once an orebody has been accessed, drilling, blasting, supporting and cleaning activities are carried out on a daily basis. At Driefontein, Kloof and Beatrix, the broken ore is scraped into and down gullies to ore passes, where it is channeled to the crosscut below. The ore is then hauled by rail to shaft ore passes, where it is tipped into loading stations for hoisting to the surface. At South Deep, now a fully mechanized mine, ore is hauled by trucks along decline corridors to ore pass systems which connect to corridor crosscuts below. The ore is then transported by rail and tipped into loading stations for hoisting to the surface. At the Australian operations, the broken ore is loaded straight from the stope face into trucks, using mechanical loaders, and hauled to the surface via the decline. Mining methods employed at Gold Fields’ conventional operations include longwall mining, closely spaced dip pillar mining and conventional scattered mining while at South Deep, horizontal and inclined de-stress mining, drift-and-bench as well as long hole stoping are applied. In Australia, extraction methods are highly mechanized, with mechanized equipment used within the declines and at the stope for drilling, loading and hauling.

Open Pit Mining

Developing Access to the Orebody

In open pit mining, access to the ore is achieved by stripping the overburden in benches of fixed height to expose the ore below. This is most typically achieved by drilling and blasting an area, loading the broken rock with excavators into dump trucks and hauling the rock and/or soil to dumps.

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Extracting the Orebody

Extraction of the orebody in open pit mining involves the same activity as in stripping the overburden. Lines are established demarcating ore from waste material and the rock is then drilled and blasted. The ore is loaded into dump trucks and hauled to the crusher or stockpile, while the waste is hauled to waste rock dumps.

Rock Dump and Production Stockpile Mining

Gold Fields mines surface rock dumps and production stockpiles using mechanized earth-moving equipment.

Mine Planning and Management

Operational and planning management on the mines receives support from corporate management and centralized support functions. The current philosophy is one of top-down/bottom-up management, with the non-financial operational objectives at each mine defined by the personnel at the mine based on parameters, objectives and guidelines provided by Gold Fields’ head office. This is based on the premise that the people on the ground have the best understanding of what is realistically achievable.

Each operation compiles a detailed one-year operational plan that rolls into a life of mine, or LoM, plan prior to the commencement of each fiscal year. The plans are based on financial parameters determined by the Gold Fields Executive Committee, or the Executive Committee. See “Directors, Senior Management and Employees—Executive Committee”. The operational plan is presented to the Executive Committee, which takes it to the Gold Fields Board of Directors, or the Board, for approval before the commencement of each fiscal year. The planning process is sequential and is based upon geological models, evaluation models, mine design, depletion schedules and, ultimately, financial analysis. Capital planning is formalized pursuant to Gold Fields’ capital spending planning process. Projects are categorized in terms of total expenditure, and all projects involving amounts exceeding Rand 100 million (South Africa), A$15 million (Australia) and U.S.$15 million (Ghana/Peru) are submitted to the Board for approval. Material changes to the plans have to be referred back to the Executive Committee and the Board.

The South African operations have implemented an integrated electronic reserve and resource information system, called IRRIS, to enhance LoM planning capabilities. This system provides a common planning platform to facilitate quicker, more flexible and more accurate short- and long-term planning and more timely identification of production shortfalls. Short-term planning on the operations is conducted monthly and aligned with the operational plan. Financial and economic parameters for the LoM and the operational plan are issued to the operations from the Executive Committee and relevant survey and evaluation factors are determined in accordance with Gold Fields’ guidelines. Significant changes in the LoM plans may occur from year to year as a result of mining experience, new ore discoveries, changes in the ore reserve estimates, changes in mining methods and rates, process changes, investment in new equipment and technology, input costs and gold prices.

Processing

Gold Fields currently has 15 gold processing facilities (eight in South Africa, three in Ghana, three in Australia and one in Peru) which treat ore to extract gold and, in the case of Cerro Corona, copper and gold. A typical processing plant circuit includes two phases: comminution and treatment.

Comminution

Comminution is the process of breaking up the ore to expose and liberate the gold and make it available for treatment. Conventionally, this process occurs in multi-stage crushing and milling circuits, which include the use of jaw and gyratory crushers and rod, tube, ball and semi-autogenous grinding, or SAG, mills. Most of Gold Fields’ milling circuits utilize SAG milling where the ore itself and steel balls are used as the primary grinding media. Through the comminution process, ore is ground to a pre-determined size before proceeding to the treatment phase.

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Treatment

In most of Gold Fields’ metallurgical plants, gold is extracted into a leach solution by leaching with cyanide in agitated tanks. Gold is then extracted onto activated carbon from the solution using either the CIL or CIP process. The activated carbon is then eluted with gold recovered by electrowinning.

Gold Fields has two active heap leach operations. In the heap leach process, crushed ore is stacked on impervious leach pads and a cyanide leaching solution is sprayed on the pile. The solution percolates through the heap and dissolves liberated gold. A system of underdrains removes the gold-containing solution, which is then passed through columns containing activated carbon. The loaded carbon is then eluted and the gold recovered by electrowinning.

As a final recovery step, gold recovered from the carbon using the above processes is smelted to produce rough gold bars. These bars are then transported to the refinery which is responsible for refining the bars to good delivery status.

At Cerro Corona, gold/copper concentrate is produced using a standard flotation process. The concentrate is then shipped to a third-party smelter for further processing.

Productivity and Cost Initiatives

Towards the end of fiscal 2008, the Gold Fields South African operations reviewed a number of their productivity and cost projects in order to ensure that focus was only on those projects with substantial value beyond the next two to five years. The result of the review was the identification of a suite of projects called Project “M”, as noted below:

Project 1M—One-meter extra face advance is a productivity initiative that aims to improve quality mining volumes by increasing the face advance by between 5% and 10% per annum, based on financial year 2009 actuals. This should translate to similar improvements in tons broken over the same period. This should be achieved through the following key improvement initiatives:

• drilling and blasting practices to improve advance per blast;

• support, cleaning and sweeping practices to improve blasting frequency;

• mining cycle, labor availability and training; and

• improved pay face availability.

Project 2M—Mechanization of flat-end development, which is development on the horizontal plane, is a technology sub-group initiative aimed at mechanizing all flat-end development at the long-life shafts of Driefontein, Kloof and Beatrix. The aim of the project is to improve safety and productivity, reduce development costs and increase ore reserve flexibility. The project achieved a mechanized rate of 68% of flat-end development at the long life shafts by June 30, 2010. South Deep is excluded as it is already a fully-mechanized mine.

Project 3M is a suite of projects focused on reducing energy and utilities consumption, work-place absenteeism and surface costs, including supply chain costs. Project 3M comprises:

The Energy and Utilities Project focuses on reducing, by 10% by fiscal 2012, the consumption of power, compressed air and water. This project is driven primarily at reducing the safety risk to employees of interruptible power supply, maintaining the integrity of equipment and machinery in the face of power supply risks and minimizing the erosion of operating margins due to higher power tariffs and oil prices.

Some of the key initiatives include on-line monitoring of power consumption, main fan inlet-vane control, energy-efficient lighting, energy-efficient machinery and equipment, and reducing compressed air and water

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usage through stope shut-off valves. In the case of diesel, strict controls are being enforced, supported by the continued replacement of diesel with battery locomotives and outsourcing and upgrade of the old surface vehicle fleet.

The Workplace Absenteeism Project (“Unavailables Project”) focuses on reducing workplace absenteeism in order to minimize the impact of lost shifts on production. In the South Africa Region, the goal is to reduce absenteeism by 2%. Some of the key initiatives under this project include reducing unnecessary time spent by employees in training, work orientation and recruitment and healthcare assessment processes by creating a one-stop engagement and health-assessment center, particularly for Driefontein and Kloof. Stricter controls have been implemented to manage sick leave and its abuse, while maintaining focus on continual improvement of wellness programs and employee and union relations.

The Above-ground Cost Project focuses on reducing surface costs by at least R100 million per annum. Various initiatives are in place including review of surface labor, improving workshop performance, implementing salvage and reclamation programs, enhancing procurement processes, and efficient management and utilization of inventories through a vigorous application of standards and norms.

Project 4M—Achievement of the Mine Health and Safety Council (MHSC) Milestones, as agreed to on June 15, 2003. This initiative focuses on the Mine Health and Safety Council, or the MHSC, milestones agreed to on June 15, 2003 at a tripartite health and safety summit comprising representatives from the Government, organized labor unions and associations, and mining companies. The focus is on achieving occupational health and safety targets and milestones over a 10-year period. In order to meet the “noise-induced hearing loss” target, a number of action plans, based on the highest potential exposure sources, were implemented. These include, inter alia: the silencing of all auxiliary fans, pneumatic loaders and diamond drills. Progress, as of June 30, 2010, was encouraging and for the three interventions was 97.4%, 85.6% and 93.4% across all four operations.

Silicosis remains one of the biggest health risks associated with the gold mining industry. In order to meet the silicosis targets the company has put several interventions in place. Interventions include the upgrading of tip filters by replacing complete unit installations of additional first stage pre-filtration systems, the use of foggers, footwall treatment, and the installation of tip doors. Progress as of September 30, 2010 was 50%, 83%, 100% and 65% across all four operations which should enable Gold Fields to meet its targets. Progress against all interventions is monitored monthly and reviewed quarterly. See “Directors, Senior Management and Employees—Employees Health and Safety—Safety”.

Refining and Marketing

South Africa

Gold Fields has appointed Rand Refinery Limited, or Rand Refinery, to refine all of Gold Fields’ South African-produced gold. Rand Refinery is a non-listed public company in which Gold Fields holds a 34.9% interest, with the remaining interests held by other South African gold producers.

Since October 1, 2004, Gold Fields’ treasury department arranges the sale of all the gold production from the South African operations. Rand Refinery advises Gold Fields on a daily basis of the amount of gold available for sale. Gold Fields sells the gold at a price benchmarked against the London afternoon fixing price. Two business days after the sale of gold, Gold Fields deposits an amount in U.S. dollars equal to the value of the gold at the London afternoon fixing price into Rand Refinery’s nominated U.S. dollar account. Rand Refinery deducts refining charges payable by Gold Fields relating to such amount of gold and deposits the balance of the proceeds into the nominated U.S. dollar account of Gold Fields.

Ghana

All gold produced by Gold Fields at the Tarkwa and Damang mines in Ghana is refined by Rand Refinery pursuant to two non-exclusive evergreen agreements entered into in October 2004 between Rand Refinery and

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Gold Fields Ghana and between Rand Refinery and Abosso. Under these agreements, Rand Refinery collects, refines and sells gold as instructed by Gold Fields Ghana and Abosso. Rand Refinery assumes responsibility for the gold upon collection at either the Tarkwa or Damang mine. The gold is then transported to the Rand Refinery premises in Johannesburg, South Africa, where it is refined. Gold Fields Ghana and Abosso reimburse Rand Refinery for transportation costs. Under these agreements, Rand Refinery sells the refined gold on behalf of Gold Fields Ghana and Abosso at the London afternoon fixing price for gold on the date of delivery. Rand Refinery receives refining fees for gold received, and a realization fee for gold refined. Each of these agreements continues until either party terminates it upon 90 days’ written notice.

Australia

In Australia, all gold produced by St. Ives and Agnew is refined by the Western Australian Mint. An evergreen agreement between St. Ives Gold Mining Company Pty Ltd, Agnew Gold Mining Company Pty Ltd and AGR Matthey, which became effective on September 1, 2002, has been transferred by Deed of Novation to the Western Australian Mint. The Western Australian Mint applies competitive charges for the collection, transport and refining services. The collection and transportation fees are calculated by the weight of the unrefined gold and a nominal fixed fee component. The refining fees are calculated per ounce of refined gold produced which includes small refining losses of both gold and silver, with additional assay and environmental disposal charges. The Western Australian Mint takes responsibility for the unrefined gold at collection from St. Ives and Agnew where they engage a sub-contractor, Brinks Australia. Brinks delivers the unrefined gold to the Western Australian Mint in Perth, Australia, where it is refined and the refined ounces of gold and silver are credited to the relevant metal accounts held by St. Ives and Agnew with the Western Australian Mint. St. Ives and Agnew then inform Gold Fields treasury in the corporate office in Johannesburg of the amount of fine gold available for sale in Perth, Australia. After such confirmation, Gold Fields treasury either sells the gold directly to the Western Australian Mint, at the London afternoon fixing price, or swaps it into London for a competitive fee per ounce, meaning the Western Australian Mint provides that volume of fine gold in London for sale by Gold Fields. In the case of a location swap, the Western Australian Mint is instructed to credit St. Ives’ or Agnew’s metal account held with Deutsche Bank, London. Once the gold is sold to a third-party, Deutsche Bank in London is instructed by Gold Fields to deliver the gold to the relevant counterparty bank. All silver is sold to the Western Australian Mint at market rates. The agreement with the Western Australian Mint continues indefinitely until terminated by either party upon 90 days’ written notice.

Peru

La Cima has three contracts for the sale of the entire output of concentrate from the Cerro Corona mine, one with a Japanese refiner, one with a South Korean refiner and one with a German refiner. Two of the contracts expire on December 31, 2015, while the third contract expires on December 31, 2014. Under these contracts, La Cima is to sell approximately one-third of the concentrate to each company and to use reasonable efforts to spread the deliveries evenly throughout the year. Risk passes when the concentrate is loaded in the port of Salaverry, Peru or an alternative port chosen by La Cima. Pricing for copper and gold under each of the contracts is based on average LME copper prices and London Bullion Market Association gold prices, respectively.

World Gold Council

Gold Fields supports and participates in the gold marketing activities of the World Gold Council, or WGC, and, prior to January 1, 2009, contributed to the WGC in support of its activities at a rate of $1.75 per ounce of the gold it produced in South Africa (excluding gold produced from the South Deep Project) and Australia and $1.75 per ounce of its attributable production from Tarkwa and Damang. From January 1, 2009, the amount contributed per ounce increased to $1.85 and from April 1, 2010, the amount contributed per ounce increased to $2.00 per ounce.

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Services

Mining activities require extensive services, located both on the surface and underground at the mines. Services include:

• mining-related services such as engineering, rock mechanics, ventilation and refrigeration, materials handling, operational performance evaluation and capital planning;

• safety and training;

• housing and health-related services, including hostel and hospital operations;

• reserves management, including sampling and estimation, geological services, including mine planning and design, and mine survey;

• metallurgy;

• equipment maintenance; and

• assay services.

Most of these services are provided directly by Gold Fields, either at the operational level or through the head office, although some are provided by third-party contractors.

Gold Fields’ Mining Operations

Gold Fields conducts underground mining operations at each site except Tarkwa, Damang and Cerro Corona and conducts some processing of surface rock dump material at Driefontein, Kloof and South Deep. Processing of surface rock dump material at Agnew was completed in October 2008. Gold Fields conducts open pit mining at Tarkwa, Damang, St. Ives (which also conducts underground mining) and Cerro Corona and also processes material from production stockpiles at Tarkwa, Damang and St. Ives.

Total Operations

The following table details the operating and production results (including gold equivalents) for each of fiscal 2008, 2009 and 2010 for all operations owned by Gold Fields during that fiscal year. The results of operations for mines sold during the relevant period are included through the date of execution of the sale agreement, which was November 30, 2007 for Choco 10 in Venezuela.

	Year ended June 30,
	2008		2009		2010
Production
Tons (‘000)		50,376		52,907		56,702
Recovered grade (g/t)		2.4		2.2		2.1
Gold produced (‘000 oz)(1)		3,915		3,691		3,841
Results of operations ($ million)
Revenues		3,206.2		3,228.3		4,164.3
Total production costs(2)		2,387.9		2,430.5		3,212.4
Total cash costs(3)		1,975.2		1,986.1		2,572.8
Cash profit(4)		1,231.0		1,242.2		1,591.5
Cost per ounce of gold ($)
Total production costs		610		659		837
Total cash costs		505		538		670
Notional cash expenditure per ounce of gold produced ($)(5)		822		763		928

Notes:

(1) In fiscal 2008, 3.670 million ounces were attributable to Gold Fields, in fiscal 2009, 3.414 million ounces were attributable to Gold Fields, and in fiscal 2010, 3.497 million ounces were attributable to Gold Fields,

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with the remainder attributable to noncontrolling shareholders in the Ghana and Peru operations during fiscal 2010, attributable to noncontrolling shareholders in the Ghana and Peru operations during fiscal 2009 and attributable to noncontrolling shareholders in the Ghana and Venezuela operations in fiscal 2008.

(2) For a reconciliation of Gold Fields’ total production costs to production costs, see “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2010 and 2009—Costs and Expenses” and “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2009 and 2008—Costs and Expenses”.

(3) For a reconciliation of Gold Fields’ total cash costs to production costs, see “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2010 and 2009—Costs and Expenses” and “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2009 and 2008—Costs and Expenses”.

(4) Cash profit represents revenues less total cash costs.

(5) For a reconciliation of Gold Fields’ notional cash expenditure to its production costs for fiscal 2010, 2009 and 2008, see “Operating and Financial Review and Prospects—Costs—Notional Cash Expenditure”.

Underground Operations

The following table details the operating and production results for Gold Fields’ underground operations for fiscal 2008, 2009 and 2010. The underground operations include all of the mines in the South African operations and the underground portions of the mines in the Australian operations.

	Year ended June 30,
	2008		2009		2010
Production
Tons (‘000)		12,017		11,541		11,714
Recovered grade (g/t)		6.7		6.2		5.7
Gold produced (‘000 oz)(1)		2,585		2,300		2,155
Results of operations ($ million)
Revenues		2,100.5		2,015.2		2,338.3
Total production costs		1,535.0		1,508.9		2,055.8
Total cash costs		1,244.7		1,216.6		1,640.0
Cash profit(2)		855.8		798.6		698.3
Cost per ounce of gold ($)
Total production costs		594		656		954
Total cash costs		481		529		761

Notes:

(1) In fiscal 2008, 2.585 million ounces were attributable to Gold Fields. In fiscal 2009, all 2.300 million ounces were attributable to Gold Fields and in fiscal 2010, all 2.155 million ounces were attributable to Gold Fields.

(2) Cash profit represents revenues less total cash costs.

Tons milled from the underground operations increased from 11.5 million tons in fiscal 2009 to 11.7 million tons in fiscal 2010. At the South African operations, the increase was mainly due to the planned build-up at South Deep. The amount of gold produced from underground operations increased from 2.300 million ounces in fiscal 2009 to 2.155 million ounces in fiscal 2010. This decrease was due to lower volumes as a result of safety related stoppages at Kloof. At Driefontein the decrease was due to the drop in average mining value resulting from the abandonment of high-risk higher grade areas and lower volumes from the higher grade Shafts No 4 and 5.

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Surface Operations

The following table details the operating and production results (including gold equivalents) for Gold Fields’ surface operations for fiscal 2008, 2009 and 2010. Surface operations include all of the mines in the Ghana, Venezuela and Peru operations, the open pit portions of the mines in the Australian operations and the surface rock dump material at the mines in the South African operation. The results of operations for Choco 10 are included only through the date of the sale, which was November 30, 2007.

	Year ended June 30,
	2008		2009		2010
Production
Tons (‘000)		38,359		41,366		44,988
Recovered grade (g/t)		1.1		1.0		1.2
Gold produced (‘000 oz)(1)		1,330		1,391		1,686
Results of operations ($ million)
Revenues		1,105.7		1,213.1		1,826.0
Total production costs		852.9		921.6		1,156.6
Total cash costs		730.5		769.5		932.8
Cash profit(2)		375.2		443.6		893.2
Cost per ounce of gold ($)
Total production costs		642		663		686
Total cash costs		550		553		553

Notes:

(1) In fiscal 2008, 1.085 million ounces were attributable to Gold Fields, in fiscal 2009, 1.114 million ounces were attributable to Gold Fields and in fiscal 2010, 1.342 million ounces were attributable to Gold Fields, with the remainder attributable to noncontrolling shareholders in the Ghana and Peru operations in fiscal 2010, attributable to noncontrolling shareholders in both the Ghana and Peru operations in fiscal 2009 and attributable to noncontrolling shareholders in Ghana and Venezuela in fiscal 2008.

(2) Cash profit represents revenues less total cash costs.

Tons milled and treated from the surface operations increased from 41.4 million tons in fiscal 2009 to 45.0 million tons in fiscal 2010, because of increases at Cerro Corona, Tarkwa and Kloof.

Driefontein Operation

Introduction

The Driefontein gold mine is located in the Gauteng Province of South Africa in the Far West Rand mining district, some 70 kilometers southwest of Johannesburg. Driefontein operates under mining rights covering a total area of approximately 8,600 hectares. It is an underground mine with nominal surface reserves represented by rock dumps that have been accumulated through the operating history of the mine. Driefontein has multiple operating shaft systems and three metallurgical plants and operates at depths of between 700 meters and 3,420 meters below surface. The Driefontein operation has access to the national electricity grid and water, road and rail infrastructure and is located near regional urban centers where it can routinely obtain needed supplies. In the fiscal year ended June 30, 2010, it produced 0.710 million ounces of gold. As of June 30, 2010, Driefontein had approximately 18,200 employees, including approximately 1,300 employed by outside contractors.

History

Driefontein was formed from the consolidation in 1981 of the East Driefontein and West Driefontein mines. Gold mining began at Driefontein in 1952.

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Geology

Driefontein is located in the West Wits Line that forms part of the Far West Rand of the Witwatersrand Basin. The operation is geologically divided into an eastern section and a western section, separated by a bank anticline and associated faulting. Gold mineralization at Driefontein is contained within three reef horizons. The Carbon Leader Reef, or Carbon Leader, the Ventersdorp Contact Reef, or the VCR, and the Middelvlei Reef, or the MVR, occur at depths of between 500 meters and 4,000 meters. Stratigraphically, the Carbon Leader is situated 40 to 70 meters below the VCR and MVR and is a generally high-grade reef comprising different facies and dips to the south at approximately 25 degrees. The Carbon Leader subcrops against the VCR in the eastern part of the mine. The west-dipping Bank Fault defines the eastern limit of both reefs. The VCR is most extensively developed in the east, and subcrops to the west. The MVR is a secondary reef, situated approximately 50 meters above the Carbon Leader, and, at present, it is a minor contributor to reserves and production. The average gold grades vary with lithofacies changes in all of the reefs.

Mining

In the northern, older portions of Driefontein, which include Shafts No. 2, 6 and 8, production is focused on remnant pillar extraction and accessing and mining of secondary reef horizons. In the southern, newer portions of the mine, which include Shafts No. 1 and 4, the focus is on scattered or longwall mining. In the western portion of the mine, at Shafts No. 10 and 6 Tertiary, reclamation and cleaning operations are being conducted. The shafts at the deepest levels of the mine, consisting of Shaft No. 1 Tertiary and Shaft No. 5 Sub-Vertical, employ the closely spaced dip pillar mining method. This method provides additional mining flexibility.

Reviews of pillar mining were also conducted during the year, which led to the stoppage of extraction of numerous higher-grade pillars across the mine. These stoppages had a significant impact on gold production during the year.

Detailed below are the operating and production results at Driefontein for the past three fiscal years.

	Year ended June 30,
	2008		2009		2010
Production
Tons (‘000)		5,981		6,217		6,084
Recovered grade (g/t)		4.8		4.2		3.6
Gold produced (‘000 oz)		928		830		710
Results of operations ($ million)
Revenues		756.8		726.5		770.9
Total production costs(1)		477.6		448.7		579.1
Total cash costs(2)		384.5		373.8		490.4
Cash profit(3)		372.3		352.7		280.5
Cost per ounce of gold ($)
Total production costs		515		541		816
Total cash costs		414		450		691
Notional cash expenditure per ounce of gold produced ($)(4)		584		610		923

Notes:

(1) For a reconciliation of Gold Fields’ total production costs to production costs, see “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2010 and 2009—Costs and Expenses” and “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2009 and 2008—Costs and Expenses”.

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(2) For a reconciliation of Gold Fields’ total cash costs to production costs, see “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2010 and 2009—Costs and Expenses” and “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2009 and 2008—Costs and Expenses”.

(3) Cash profit represents revenues less total cash costs.

(4) For a reconciliation of Gold Fields’ notional cash expenditure to its production costs for fiscal 2010, 2009 and 2008, see “Operating and Financial Review and Prospects—Costs—Notional Cash Expenditure”.

The decrease in tonnage from fiscal 2009 to 2010 was primarily due to reduced mining volumes at Shafts No. 1, 2, 4 and 5. This was as a result of the loss of flexibility arising from the abandonment of the high-risk areas, restrictions placed on labor during night shift due to seismic risk, and loss of production shifts due to safety-related stoppages imposed by the DMR and the mine itself. Gold production decreased primarily due to a drop in average mining value due to the abandonment of high-risk higher grade areas and the lower volumes from the higher grade Shafts No. 4 and 5. Gold Fields experienced an increase in total cash costs and total production costs per ounce of gold from fiscal 2009 to fiscal 2010 at Driefontein, mainly due to increased costs and lower production.

In fiscal 2010, Driefontein continued to focus on the implementation of various new technologies and initiatives aimed at enhancing the health and safety of employees, improving mining efficiencies and streamlining the mining process. These initiatives included the introduction of electro-hydraulic loaders, new era locomotives and development drill rigs.

The Driefontein operation is engaged in both underground and rock dump mining, and is thus subject to all of the underground and rock dump mining risks discussed in “Risk Factors”. The primary safety challenges facing the Driefontein underground operation include falls of ground, seismicity, flammable gas, water intrusion and temperatures. Water intrusion is dealt with through drilling, cementation sealing techniques and an extensive water-pumping network. Also, because rock temperatures tend to increase with depth, Driefontein requires an extensive cooling infrastructure. Driefontein has instituted a number of initiatives to reduce the risks posed by seismicity, including a detailed analysis of previous seismic events, precondition blasting and backfilling, the use of a support system to reduce the impact of seismic ground motion and to monitor seismic risk parameters to allow quicker reactions to changes. Centralized blasting systems have also been installed to allow better control of blasting so that most of the mine seismicity is triggered during off-shift periods. In addition, during fiscal 2009, Driefontein adopted a revised stope support standard in all areas with friable hangwall and in areas that have the Westonaria Formation Lava hangwall. Continued reviews of remnant and pillar mining areas were also conducted during the year leading to the stoppage of extraction at numerous higher risk areas across the mine. These stoppages reduced the falls of ground incidents in fiscal 2010, improving mine safety. Driefontein has contracted with external seismologists and rock engineers as a seismic task team to assess and improve seismic strategies.

On January 24, 2008, Gold Fields suspended all mining activity at its South African operations, due to Eskom advising their key industrial consumers, including Gold Fields, that they could not guarantee supply. On January 28, 2008, the power supply was restored to 71% of total average consumption allowing Gold Fields to begin ramping up production at its South African operations. Since March 2008, the total power available to Gold Fields’ South African mines has been sufficient for the planned mining operations. See “Risk Factors—Some of Gold Fields’ power suppliers have forced it to halt or curtail activities at its mines, due to severe power disruptions. Power stoppages, fluctuations and power cost increases may adversely affect Gold Fields’ results of operations and its financial condition”. Driefontein participates in Project 3M to, among other things, reduce energy and utility consumption.

As a result of the electricity issues in January 2008, and capital allocation decisions, sinking operations at Shaft No. 9 have been suspended indefinitely. Gold Fields plans to continue to perform essential maintenance on the shaft so that the deepening project may be resumed quickly if Gold Fields decides to do so. In the interim,

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Driefontein will continue with the drilling program in the area below the lowest area currently being mined, targeting the area expected to be accessed by Shaft No. 9. Gold Fields is also conducting an optimization study on mining below current infrastructure. This study is currently investigating a viable alternative to the Shaft No. 9 project, such as a phased mini-decline system.

Driefontein continued to process low-grade surface material in fiscal 2010, for which the biggest risk is a decrease in grade of the remaining dumps. In order to manage this risk, the grade of the rock dumps is monitored on a daily basis. Grade management is undertaken through the screening of material to separate out the smaller fraction sizes of ore, which tend to be of higher grade. This process reduces the tonnage that will be available for processing. The surface operation safety risks include problems with ground stability, moving machinery and dust generation. Driefontein has a risk management system in place that guides the mining of the rock dumps to minimize these risks.

In total, during fiscal 2010, there were nine fatalities at Driefontein. Of these, two were due to seismic events, three were due to trucks and tramming, two were due to gravity falls of ground, one was due to heat, one was due to exposure to noxious gas and one was due to a locomotive accident. Since June 30, 2010, there have been three fatalities to date. The serious injury frequency rate (see “Defined Terms and Conventions”) for fiscal 2010 was 3.6 serious injuries for every million hours worked, as compared to a serious injury frequency rate of 3.0 for fiscal 2009 and 4.4 for fiscal 2008. The fatal injury frequency rate increased from 0.16 in fiscal 2009 to 0.19 fatalities for every million hours worked in fiscal 2010. In fiscal 2008, the fatal injury frequency rate was 0.26 fatalities for every million hours worked. A major source of accidents in the mine remains falls of ground, which make up about 18% of all accidents. Based on the results of the Presidential Safety Audit conducted in 2007, as well as the Du Pont audit in fiscal 2009, Gold Fields is designing a safety management system called the Safe Production Management System to address outstanding issues identified and to assist Driefontein and the other South African operations to improve health and safety to best practice levels. The mine also continued with the Masiphephe safety program, which incorporates elements of the Safe Production Management System, during the year. On July 19, 2010, the mine completed in excess of 1.6 million fatality-free shifts, which is a record achievement for the mine and set a new benchmark for deep-level gold mining in South Africa. Driefontein again maintained its Occupational Health and Safety Assessment Series, or OHSAS 18001 certification, through external audits conducted in fiscal 2010.

During fiscal 2010, after each major mine incident or accident, Driefontein received, and complied with, various instructions to halt operations from the Principal Inspector of the Gauteng area of the DMR. During December 2009, the mine was closed for a week due to rescue and recovery efforts after a seismic event. As part of Gold Fields’ compliance with these instructions, Driefontein participated in the Health and Safety Audit which checked legal compliance of the mine. The DMR has expressed its satisfaction with the mine’s remedial measures. See “Directors, Senior Management and Employees—Employees—Safety”.

During fiscal 2010, there were two industrial actions that affected production at Driefontein. On October 29, 2009 and December 17, 2009 unauthorized days of mourning were held. Additional production was lost due to high non-available labor caused by unrest in the unsponsored settlement near Gold Fields’ property, where a small portion of Driefontein employees have taken-up residence, from January 26, 2010 to January 29, 2010. For more information about labor relations at Driefontein, see “Directors, Senior Management and Employees—Employees—Labor Relations—South Africa”. Driefontein’s productivity improvement strategies continue to be hampered by high levels of worker absenteeism. Although the mine has succeeded in reducing the absenteeism rate, the sick rate, which is one factor of the absenteeism rate, remains an area of concern. Driefontein is continuing with a wellness program as an initiative aimed at improving the health of employees generally. The previous shortage of skilled labor at Driefontein has been eased following closures in other areas of the mining industry.

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The total shaft hoisting capacity of Driefontein is detailed below.

Shaft System	Hoisting capacity
	(tons/month)
No. 1		105,000
No. 2		165,000
No. 4		107,000
No. 5		150,000
No. 6(1)		96,000
No. 7		190,000
No. 8		96,000
No. 10(1)		121,000

Note:

(1) Shafts No. 6 Tertiary and 10 are currently only operated on a limited scale, with the focus on reclamation and cleaning.

Assuming that Gold Fields does not increase or decrease reserve estimates at Driefontein and that there are no changes to the current mine plan at Driefontein, Driefontein’s June 30, 2010 proven and probable reserves of 17.2 million ounces (9.1 million ounces if excluding Shaft No. 9) of gold will be sufficient to maintain production through approximately fiscal 2042 (fiscal 2029 if excluding Shaft No. 9). However, as discussed earlier in “Risk Factors” and “—Mine Planning and Management,” there are numerous factors which can affect reserve estimates and the mine plan, which thus could materially change the life of mine. Driefontein achieved full compliance certification under the International Cyanide Management Code in October 2009.

Processing

The following table sets forth year commissioned, processing techniques and processing capacity per month, as well as average tons milled per month and metallurgical recovery factors during the fiscal year ended June 30, 2010, for each of the plants at Driefontein:

Processing Techniques
Plant	Year commissioned(1)		Comminution phase	Treatment phase	Capacity(2)		Average milled for the year ended June 30, 2010		Approximate recovery factor for the year ended June 30, 2010(4)
					(tons/month)		(tons/month)
No. 1 Plant		1972	SAG milling	CIP treatment and electrowinning		240,000		239, 143		97	%
No. 2 Plant		1964	SAG/ball milling	CIP treatment (3)		200,000		178,561		91	%
No. 3 Plant		1998	SAG milling	CIP treatment (3)		115,000		89,199		91	%

Notes:

(1) No. 1 Plant was substantially upgraded in fiscal 2004, and No. 2 Plant was substantially upgraded in fiscal 2003. No. 3 Plant was originally commissioned as a uranium plant and was upgraded to a gold plant in 1998. Therefore, No. 3 Plant lists the year commissioned as a gold plant.

(2) Nameplate capacity. Plant/Mill nameplate capacities are based on a number of operating assumptions, including assumptions regarding the blend of soft and hard ores processed, that can change and which may result in an increased level of throughput over and above the designed nameplate capacity.

(3) After CIP treatment, electrowinning occurs at No. 1 Plant.

(4) Percentages are rounded to the nearest whole percent.

In fiscal 2010, the Driefontein plants collectively extracted approximately 96% of the gold contained in ore delivered for processing.

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Capital Expenditure

Gold Fields spent approximately $150 million on capital expenditures at the Driefontein operation in fiscal 2010, primarily on the Shaft No. 4 pillar extraction project, the Uranium Project feasibility study, ore reserve development, continuing mechanization and a residential area upgrade. Gold Fields has budgeted $74 million for the six month period ending 31 December 2010 and approximately $155 million of capital expenditures at Driefontein for fiscal 2011, principally for the Shaft No. 4 pillar extraction project, ore reserve development and a residential area upgrade.

Kloof Operation

Introduction

Kloof is situated approximately 60 kilometers west of Johannesburg, near the towns of Carletonville and Westonaria in the Gauteng Province of South Africa. The Kloof mine operates under mining rights covering a total area of approximately 20,100 hectares. It is principally an underground operation, with surface rock dump material being processed at the Kloof No. 1 Plant. Kloof currently has five operating shaft systems serviced by the Kloof No. 2 Plant, with surplus ore treated at the South Deep plant. Kloof is an intermediate to ultra-deep-level mine, with operating depths between 1,300 meters and 3,500 meters below surface. The Kloof operation has access to the national electricity grid and water, road and rail infrastructure and is located near regional urban centers where it can routinely obtain needed supplies. In the fiscal year ended June 30, 2010, it produced 0.567 million ounces of gold. As of June 30, 2010, Kloof had approximately 16,700 employees, including approximately 1,300 employed by outside contractors.

History

Kloof’s present scope of operations is the result of the consolidation of the Kloof, Libanon, Leeudoorn and Venterspost mines. Gold mining began in the area now covered by these operations in 1934.

Geology

The majority of production at Kloof is from the Ventersdorp Contract Reef, or the VCR, which occurs at depths of between 1,300 meters and 3,350 meters below surface. The VCR is a tabular orebody that has a general northeast-southwest strike and dips to the southeast at between 20 and 45 degrees. The Middelvlei Reef, or the MVR, is classified as Kloof’s secondary reef and further minor production volumes are delivered from the Kloof Reef, or KR, and Libanon Reef, or LR.

Kloof lies between the Bank Fault to the west, and the north trending West Rand Fault to the east. The latter truncates the VCR along the eastern boundary of the mine, with a 1- to 1.5-kilometer up throw to the east. Normal faults are developed sub-parallel to the westerly dipping West Rand Fault, with sympathetic north- northeast trending dykes that show little to no apparent offset of the stratigraphy. A conjugate set of faults and dykes occurs on a west-southwest trend, with throws of 1 to 50 meters. Structures that offset the VCR increase in frequency toward the southern portion of the mine as the Bank Fault is approached.

Mining

The current preferred mining method at Kloof is breast stoping with closely spaced dip pillar mining, with limited application of longwalling and remnant pillar mining in the mature areas. Shafts No. 1, 3, 4 and 7 provide the main centers of current production at Kloof.

In fiscal 2010, Kloof’s production was severely affected by damage to the Shaft No.1 infrastructure due to a burst pump column. Alternative pumping mechanisms have since been installed and production levels have been partially restored. The burst pump column is expected to be fully repaired by December 2010. Production was also affected by numerous safety-related shaft and full mine production stoppages that were imposed by the DMR or required by management as well as by underground fires at Shafts No. 1 and No. 7.

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Over the last several years, the planned extraction schedule for the Shaft No. 1 pillar, or the Main Shaft Pillar, in the VCR, was reduced from an initial 6,000 square meters per month to approximately 2,000 square meters in order to decrease seismicity. Recent work by Gold Fields and Groundwork Consulting (Pty) Ltd. indicated that, towards the latter stages of extraction, the sub-vertical shaft barrels would be threatened and would necessitate a replacement infrastructure, hence alternative scenarios that are being reviewed include not mining the inner section of the pillar in order to protect the Main Shaft infrastructure.

The profile for Shaft No.7 has also been significantly reduced and simulations of building up Shaft No. 4 production to replace the declining Shaft No. 7 profile are underway. Shaft No. 8 is predominantly mining the lower-grade MVR with reduced remnant mining on the VCR horizon.

Short-term grade management is well-entrenched at Kloof and initiatives to drive the Mine Call Factor, or MCF, and quality mining are in to place to help achieve the full potential of the mining grade. The objective of the MCF program is to reduce the gap in grade between the stope face and the plant, by optimizing the size of rock fragments delivered to the plant and ensuring effective cleaning of ore accumulations.

Further work with regard to the 55 Line Decline project has indicated that approximately 60% of the ore reserves for the project lie above current infrastructure. An investigation into the possibility of accessing this portion of the project ore reserve without significant capital outlay or shaft infrastructure is underway. Planned infill drilling at Shaft No. 4 will further test the extent of certain higher-grade facies below the current infrastructure. Additional drilling is also planned to target the MVR area to the south of Shaft No. 1 sub-vertical and Shaft No. 8.

In line with the overall Gold Fields productivity initiatives, Kloof continues to focus on optimizing the safety of mine design and configuration of the mine, and ensuring that the high-productivity drivers of workforce motivation and competence are addressed through training and incentive schemes. The optimization of ore flow routes, surface and underground infrastructure, and ore body extraction, as well as footprint reduction initiatives, have been incorporated into the fiscal 2011 operational plan.

Detailed below are the operating and production results at Kloof for the past three fiscal years.

	Year ended June 30,
	2008		2009		2010
Production
Tons (‘000)		3,953		3,319		4,299
Recovered grade (g/t)		6.5		6.0		4.1
Gold produced (‘000 oz)		821		643		567
Results of operations ($ million)
Revenues		660.9		562.3		613.2
Total production costs(1)		445.6		413.7		548.4
Total cash costs(2)		354.6		328.7		435.5
Cash profit(3)		306.3		233.6		177.7
Cost per ounce of gold ($)
Total production costs		543		643		968
Total cash costs		432		511		769
Notional cash expenditure per ounce of gold produced ($)(4)		602		698		1,053

Notes:

(1) For a reconciliation of Gold Fields’ total production costs to production costs, see “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2010 and 2009—Costs and Expenses” and “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2009 and 2008—Costs and Expenses”.

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(2) For a reconciliation of Gold Fields’ total cash costs to production costs, see “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2010 and 2009—Costs and Expenses” and “Operating and Financial Review and Prospects—Results of Operations—Years Ended June 30, 2009 and 2008—Costs and Expenses”.

(3) Cash profit represents revenues less total cash costs.

(4) For a reconciliation of Gold Fields’ notional cash expenditure to its production costs for fiscal 2010, 2009 and 2008, see “Operating and Financial Review and Prospects—Costs—Notional Cash Expenditure”.

The increase in tonnage from fiscal 2009 to 2010 was primarily as a result of the increase in surface tons milled during fiscal 2010. Gold production for fiscal 2010 decreased by 12% to 0.567 million ounces from 0.643 million ounces in fiscal 2009, due to the lower volumes mined as a result of numerous stoppages during the year. Recovered grade decreased from 6.0 g/t in fiscal 2009 to 4.1 g/t in fiscal 2010, primarily due to the higher proportion of lower-grade surface tons processed during fiscal 2010 as part of the processing optimization effort and due to the reduction in higher grade underground volumes due to the factors referred to above. Total cash costs per ounce increased in fiscal 2010, due to cost increases relating to annual wage increases, electricity tariff increase exacerbated by the lower production.

The Kloof operation is engaged in underground and rock dump mining, and is thus subject to all of the underground and rock dump risks discussed in “Risk Factors”. A significant challenge facing the Kloof operation is seismicity, and a lesser risk is flammable gas. Gold Fields seeks to reduce the impact of seismicity at Kloof by using the closely spaced dip pillar mining method. In addition, during fiscal 2009, Kloof adopted a revised stope support standard in all areas with friable hangwall and in areas that have the Westonaria Formation Lava hangingwall. Early detection and increased ventilation of the shafts are being used to minimize the risk of incidents caused by flammable gas. Kloof also requires extensive cooling infrastructure to maintain comfortable conditions for workers due to the extreme depth of its operations.

As discussed, the Kloof operation experienced a total suspension of production during the third quarter of fiscal 2008 due to power constraints. See “Risk Factors—Some of Gold Fields’ power suppliers have forced it to halt or curtail activities at its mines, due to severe power disruptions. Power stoppages, fluctuations and power cost increases may adversely affect Gold Fields’ results of operations and its financial condition”. An application for additional power was made to Eskom in fiscal 2009. This has been granted and Kloof is now permitted a greater power allocation than it used to have prior to the power crisis. This additional power is required for the installation of new ventilation equipment and the running of the mills at higher capacity. In addition, in the unlikely event of a total power outage for a prolonged period, Kloof has installed and commissioned an emergency generation plant to allow mine personnel to be evacuated speedily. Kloof participates in Project 3M to, among other things, reduce energy and utility consumption.

Seven workers lost their lives at Kloof in fiscal 2010, in seven separate incidents. Two were due to tool and equipment accidents, two were due to gravity falls of ground, one was due to a mechanical loader accident, one was due to a tramming accident and one was due to a mud rush. Since June 30, 2010, there have been two fatalities at Kloof. The serious injury frequency rates (see “Defined Terms and Conventions”) at Kloof in fiscal 2010, 2009 and 2008 were 2.6, 3.3 and 6.3 injuries per million hours worked, respectively. The fatality frequency rate in fiscal 2010, 2009 and 2008 was 0.15, 0.23 and 0.33 fatalities per million hours worked, respectively. Shaft No. 1 achieved one million fatality-free shifts in June 2010. Management is committed to reducing serious injuries and fatalities at Kloof through its safety programs, including the Kloof Ke Yone program to motivate front-line supervisors. To date, almost 100% of employees at Kloof have been through Self-Mastery Training and positive feedback on the program has been received. See “Directors, Senior Management and Employees—Employees—Safety”. Kloof maintained its OHSAS 18001 certification through external audits conducted in fiscal 2010.

In fiscal 2010, Kloof experienced numerous safety-related work stoppages imposed internally as well as by the DMR in relation to the fatalities discussed above. There were no strikes at Kloof in fiscal 2010.

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The total shaft hoisting capacity of Kloof is detailed below.

Shaft System	Hoisting capacity
	(tons/month)
No. 1		265,000
No. 3(1)		131,000
No. 4		112,000
No. 7		176,000
No. 8		84,000

Note:

(1) This shaft does not hoist material to the surface. It has a capacity of 131,000 tons per month for sub-surface hoisting.

Assuming that Gold Fields does not increase or decrease reserve estimates at Kloof and that there are no changes to the current mine plan at Kloof, Kloof’s June 30, 2010 proven and probable reserves of 9.5 million ounces of gold will be sufficient to maintain production through approximately fiscal 2030. However, as discussed earlier in “Risk Factors” and “—Mine Planning and Management,” there are numerous factors which can affect reserve estimates and the mine plan, which could thus materially change the life of mine.

Kloof achieved full compliance certification under the International Cyanide Management Code in October 2009.

Processing

The following table sets forth year commissioned, processing techniques and processing capacity per month, as well as average tons milled per month and metallurgical recovery factor during the fiscal year ended June 30, 2010, for each of the plants at Kloof:

Processing Techniques
Plant	Year commissioned		Comminution phase	Treatment phase	Capacity(1)		Average milled for the year ended June 30, 2010		Approximate recovery factor for the year ended June 30, 2010(2)
					(tons/month)		(tons/month)
No. 1 Plant		1968	Traditional crashing and milling	CIP treatment(3)		180,000		176,020		97	%
No. 2 Plant		1990	SAG milling	CIP treatment and electrowinning		150,000		155,995		98	%

Notes:

(1) Nameplate capacity. Plant/Mill nameplate capacities are based on a number of operating assumptions, including assumptions regarding the blend of soft and hard ores processed, that can change and which may result in an increased level of throughput over and above the designed nameplate capacity.

(2) Percentages are rounded to the nearest whole percent.

(3) After CIP treatment, electrowinning occurs at No. 2 Plant.

In fiscal 2010, the Kloof plants collectively extracted approximately 97.5% of gold contained in ore delivered for processing. Following a review of the infrastructure at No. 1 Plant, it was decided that all of Kloof’s surface material would be processed at the Kloof No.1 plant for the remainder of its operational life and only underground materials would be processed at the Kloof No. 2 plant, with overflow tonnages trucked over and processed at South Deep (which is adjacent to Kloof).

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Capital Expenditures

Gold Fields spent approximately $146 million on capital expenditures at the Kloof operation in fiscal 2010, primarily on changes to high-density accommodations and building new houses for employees as part of socio-economic development programs, a refrigeration plant at Shaft No. 3, a pump system at Shaft No. 4, refurbishment of Shaft No. 2 sub-vertical steelwork and ore reserve development. Gold Fields expects to spend $89 million for the six month period ending 31 December 2010 and approximately $158 million on capital expenditures in fiscal 2011, primarily on ore reserve development, further changes to high-density employee accommodations as part of a ongoing socio-economic development program, building new low-density accommodations for Company officials, electrical system refurbishment and surface material treatment solutions such as the Python gravity plant.

Beatrix Operation

Introduction

The Beatrix operation is located in the Free State Province of South Africa, some 240 kilometers southwest of Johannesburg, near Welkom and Virginia, and comprises the Beatrix mine. The Beatrix operation was formerly known as the Free State operation.

Beatrix operates under mining rights covering a total area of approximately 16,800 hectares. Beatrix is an underground only operation. Beatrix has four shaft systems, with two ventilation shafts to provide additional up-cast and down-cast ventilation capacity and is serviced by two metallurgical plants. It is a shallow to intermediate-depth mining operation, at depths between 700 meters and 2,200 meters below surface. The Beatrix mine has access to the national electricity grid and water, road and rail infrastructure and is located near regional urban centers where it can routinely obtain needed supplies. In the fiscal year ended June 30, 2010, Beatrix produced 0.392 million ounces of gold. As of June 30, 2010, Beatrix had approximately 11,800 employees, including approximately 900 employed by outside contractors.

History

Beatrix’s present scope of operations is the result of the consolidation with effect from July 1, 1999 of two adjacent mines: Beatrix and Oryx. Gold mining commenced at Beatrix in 1985 and at Oryx in 1991.

Geology

The Beatrix mine exploits the Beatrix Reef, or BXR, at Shafts No. 1, 2 and 3, and the Kalkoenkrans Reef, or KKR, at Shaft No. 4 (the former Oryx mine). The reefs are developed on the Aandenk erosional surface and dip to the north and northeast at between four degrees and nine degrees.

In general, the BXR occurs at depths of between 570 meters and 1,380 meters and the KKR occurs at depths of between 1,800 meters and 2,200 meters. Both the BXR and KKR reefs are markedly channelized and consist of multi-cycle, upward fining conglomerate beds with sharp erosive basal contacts. A general east-west trending pay-zone, some 500 to 800 meters wide, has been identified east of Shaft No. 4 and is known as the main channel Zone 2. In addition, surface exploratory drilling, and underground development has confirmed the reserves to the south of Beatrix’s Shaft No. 4 main channel in Zone 5, which now represents the majority of the reserves at the operation. Ongoing development and underground exploration drilling has continued over the past fiscal year so that all facies and structures have been updated and layouts and planning adapted. All new information is used as part of customary mine planning practices.

Mining

Beatrix is managed as three operational sections: the North Section (comprising Shaft No. 3), the South Section (comprising Shaft No. 2 and Shaft No. 1) and the West Section (comprising Shaft No. 4). No shafts were closed or opened in fiscal 2010.

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Mining at Beatrix is based upon a scattered mining method with the North Section being the primary source of production. Focus on increasing development volumes at all shafts to provide future mining flexibility and ore body definition remains essential at Beatrix. However, cessation of activities on some levels, as well as delays associated with water intersections and secondary support upgrading, resulted in a 28.8% decrease in main development volumes at Beatrix in fiscal 2010, as compared to fiscal 2009. The emphasis on development volumes is planned to continue in the six month period ending December 31, 2010 and fiscal 2011. Overall stoping volumes at Beatrix decreased by 8.4% between fiscal 2009 and 2010.

During fiscal 2010, the North Section activity focused on continued haulage development and building up stoping production to full production at the shaft. In general, development and stoping volumes were in line with expectations but were lower year on year due to hoisting constraints and revisions to the mine plan. The overall mining grade at the North Section declined year on year and gold output was affected by the lower mine call factor, or MCF, lower volumes, and the lower grades mined. Beatrix continues to seek to improve MCF at the mine. The power source being used for a variety of activities including drilling is primarily hydropower, as opposed to compressed air, with a majority of the mining equipment being run off a high-pressure water system. The benefits of the system include improved cooling underground, improved machine efficiency, lower noise levels and less electrical power usage

The South Section was repositioned during the latter half of fiscal 2009 to deliver reduced volumes at an improved grade during fiscal 2010. The volumes were reduced further at an improved grade to improve the economics and earnings at the South Section in the 12 month period ending June 30, 2011.

The performance at Shaft No. 4 was according to plan in fiscal 2010, primarily as a result of higher values mined, offset by a lower MCF.

In fiscal 2010, ongoing improvements were made to rail tracks and ventilation conditions, to increase the logistics capacity and support future mining volumes, and they are expected to continue in the 12 month period ending June 30, 2011. Lower-grade and marginal mining activities continued to be curtailed at Beatrix